The IRS recently released final regulations clarifying two aspects of the “performance-based compensation” exception to the $1,000,000 limit on deductible compensation paid to covered employees under Section 162(m) of the Internal Revenue Code. Proposed regulations issued in 2011 provided that in order to qualify awards as “performance-based compensation” a shareholder approved equity plan must specify […]
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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 […]
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As reported in my October 24, 2014 post, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, has adopted a new “scorecard” approach to evaluating public company equity compensation plans. In a recent set of FAQs, ISS offers additional guidance on how it will apply the new scorecard when analyzing equity plan proposals made […]
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As reported in Part 3 of our 2014 End of Year Plan Sponsor “To Do” List, employers that sponsor deferred compensation programs should take action to ensure that deferral elections that apply to compensation that will be earned in 2015 are made by December 31, 2014. As a general rule, Section 409A requires that compensation […]
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Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, recently proposed a new “scorecard” approach to evaluating public company equity plans (the “Equity Plan Scorecard”). Under the new approach, ISS will recommend a “for” or “against” vote based on a company’s Equity Plan Scorecard. Pursuant to the proposal, a company’s Equity Plan Scorecard score […]
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Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, recently launched a new data verification portal to assist it in verifying the information it uses in evaluating public company equity compensation plans. Public companies that file their proxy statements after September 8, 2014 (and that have an equity plan proposal on their proxy ballot), […]
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Nancy Campbell recently wrote a newsletter that discussed how health care reform impacts COBRA. One of the issues that Nancy addressed is subsidized COBRA and severance arrangements. The purpose of this blog is to dive deeper into the issues employers should consider when providing subsidized post-termination COBRA benefits. • Providing Post-Termination Medical Benefits on an After-Tax […]
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The IRS recently announced a Section 409A compliance initiative project. The IRS audit project will focus on approximately 50 employers, all of whom were previously identified for employment tax audits. The IRS indicated that it will focus its examination on: (i) initial deferral elections; (ii) subsequent deferral elections; (iii) distributions; and (iv) application of the […]
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Plan administrators that fail to timely file their Form 5500s can be subject to penalties under both ERISA and the Code. The Department of Labor’s Delinquent Filer Voluntary Compliance Program (“DFVCP”) provides plan administrators with the opportunity to pay reduced Department of Labor penalties for late Form 5500 filings. The DFVCP among other things, requires […]
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Many start-up companies reward their employees with restricted stock subject to time-based (or performance-based) vesting restrictions. What we sometimes find is that the start-up company and the employee do not fully appreciate the tax implications of a restricted stock award and the potential benefits of a timely filed Section 83(b) election. Section 83 of the […]
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