SEC Release on Key Performance Metrics Has Implications for Compensation Professionals Too

Last month, the SEC issued an interpretive release addressing Item 303 of Reg S-K (see Rel. No. 33-10751, Key Performance Metrics (2020)). Although this guidance relates to the MD&A, it is, of course, also relevant to executive compensation and disclosure professionals, because key performance metrics are usually an important part of short- and long-term incentive compensation plans and disclosures. The release is relatively benign but worth reviewing for its increased scrutiny on performance metrics. The following is from the latest issue of The Corporate Counsel (subscription required): READ MORE

Proposed IRS 162(M) Regulations Affect Executive Compensation Arrangements

The Internal Revenue Service (“IRS”) recently proposed Regulation 122180-18 (the “Proposed Regulations”) to implement the amendments found in the Tax Cuts and Jobs Act of 2017 (the “Act”)1 to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  The Proposed Regulations supersede the IRS guidance previously released in IRS Notice 2018-682 and remain open for comment until February 18, 2020; however, many aspects of the Proposed Regulations take immediate effect.  This alert summarizes key aspects the Proposed Regulations on executive compensation arrangements. READ MORE

Growth Company & Startup Guide To Stock Vesting / “Restricted Stock” (Section 83(b) Elections)

Founders of startups usually hold their stock subject to “vesting” (stock subject to vesting is also known as “restricted stock”), which generally raises a tax question under Section 83(b).1 How the founder answers this tax question – and they must answer it early in their vesting period – could tremendously impact that founder’s taxes, both now and in the future, on that stock. READ MORE