As described in Part 4 of our 2022 end of year plan sponsor “to do” list, on October 26, 2022, the Securities and Exchange Commission published the final clawback rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The clawback rules were published in the Federal Register on November 28, 2022 and become effective […]
Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, uses a proprietary “Equity Plan Scorecard” approach to evaluate public company equity compensation plans. For 2023, ISS has updated its Equity Plan Scorecard and the corresponding Frequently Asked Questions (“FAQs”). A full link to the ISS guidance can be found here. Although we are well […]
As reported in Part 4 of our 2022 End of Year Plan Sponsor “To Do” List, Section 6039 of the Internal Revenue Code (the “Code”) requires employers to provide a written information statement to each employee or former employee and file information returns with the IRS regarding: (1) the transfer of stock pursuant to the […]
Given recent declines in equity value in a variety of segments of the economy (technology in particular), a number of clients have asked us what levers are available for retaining talent. While they are rare and while we might be too early in the economic cycle for them, stock option repricings remain a possible tool […]
Section 409A, the provision of the Internal Revenue Code that regulates the time and form of payment of nonqualified deferred compensation, contains a helpful exception for “short-term deferrals.” Specifically, Section 409A provides that a payment will not be considered nonqualified deferred compensation if the employer makes the payment on or prior to the 15th day […]
On August 6, 2021, the Securities and Exchange Commission (“SEC”) adopted the Nasdaq Stock Market LLC’s (“Nasdaq”) proposed board diversity rule. The rule is intended to encourage greater board diversity by requiring board diversity disclosures for Nasdaq-listed companies. As explained in more detail in our Fall 2021 Corporate Communicator, the new diversity rule does not […]
In June the Internal Revenue Service released an updated Nonqualified Deferred Compensation Audit Technique Guide. This updated Guide replaces the initial Guide published in 2015. While it is too early to say whether the release of the updated guidance signals increased audit activity by the Service in the nonqualified plan space, plan sponsors of nonqualified […]
On May 13, 2021, Phoenix executive compensation and employee benefits partner, Greg Gautam, joined Snell & Wilmer’s “CalCurrent” podcast. On his episode, Greg covered five common pitfalls private companies and startup companies should watch out for when structuring their equity compensation and incentive programs. You can listen to Greg’s full CalCurrent episode here if you […]
As reported in Part 3 of our 2020 End of Year Plan Sponsor “To Do” List, Section 6039 of the Internal Revenue Code (the “Code”) requires employers to provide a written information statement to each employee or former employee and file information returns with the IRS regarding: (1) the transfer of stock pursuant to the […]
As a general matter, deferral elections under non-qualified deferred compensation plans (“NQDCs”) cannot be cancelled unless a NQDC plan participant incurs an “unforeseeable emergency” or “disability” as each such term is defined in Section 409A of the Internal Revenue Code. Internal Revenue Service Notice 2020-50 (the “Notice”) adds a third reason to permit the cancellation […]
