News Archive

"Retirement savings can be significantly boosted by equity compensation. When factoring stock options, restricted stock/RSUs, or ESPPs into your retirement planning, you should know the answers to the following questions that apply to you."  MORE >>

"An ongoing dispute about a [DOL] advisory opinion published last September raises a basic but unanswered question under the ERISA: What is a bonus? The answer to this simple question is surprisingly unclear, leaving uncertainty about whether ERISA applies to a variety of common compensation arrangements."  MORE >>

Topics: [1] Should you sell RSU shares at vesting or hold them? [2] Strategies to reduce the tax impact of RSU vesting. [3] Withhold-to-cover vs. sell-to-cover for taxes at RSU vesting. [4] Tools for financial and tax planning with restricted stock and RSUs.  MORE >>

"The OBBBA significantly expanded Code Section 4960 for taxable years beginning after Dec. 31, 2025, broadening the scope of employees that tax-exempt organizations must evaluate for potential excise tax exposure.... Tax-exempt organizations should review compensation arrangements, deferred compensation plans and compliance processes before the new rules take effect, particularly where compensation may approach or exceed the $1 million threshold."  MORE >>

"Notice 2026-36 clarifies that the amended definition of covered employee applies to individuals who were employees of an ATEO in any tax year beginning after December 31, 2016 and on or before December 31, 2025, if the individual was a covered employee for the tax year under the prior law, and any individual who is an employee of an ATEO in any tax year beginning after December 31, 2025 (unless an exception applies). The Notice also indicates that the forthcoming proposed regulations will include exceptions to the definition of covered employee, including limited hours and nonexempt funds, similar to the exceptions under the TCJA regulations."  MORE >>

"RSUs, bonuses, and raises can contribute to long-term financial progress, but only when you pair them with intentional planning. High-income earners face a unique combination of high marginal tax rates, variable cash flow, and complex decision-making."  MORE >>

"[SEC Release No. 33-11419] would significantly revise the public company filer status framework and related disclosure obligations. While the proposal is not limited to executive compensation, one of its most notable effects would be to expand the availability of scaled disclosure requirements that could substantially reduce disclosure of executive and director compensation for many U.S. public companies. If adopted as proposed, the amendments could become effective as early as the 2027 proxy season."  MORE >>

"Until the proposed regulations are issued, the Notice provides interim guidance on the expansion of Section 4960's definition of 'covered employee' under the OBBBA. The Notice clarifies that, following the enactment of the OBBBA, Section 4960's definition of covered employee now includes: [1] Any employee of an ATEO who was one of the five highest-compensated employees for a tax year beginning after December 31, 2016, and before January 1, 2026, and [2] All current and former employees of an ATEO for each tax year beginning after December 31, 2025."  MORE >>

"Executives holding dual clinical and administrative roles, or receiving incentives tied to service line growth, may need fair market value support, commercial reasonableness analysis, and assurance that pay is not tied to referral volume or value. Performance bonuses linked to profitability or revenue growth should be analyzed closely; tying incentives to quality and compliance metrics can mitigate risk but must be carefully structured."  MORE >>

"The proposed rules would split public companies into large accelerated filers and non-accelerated filers. Non-accelerated filers would be subject to scaled executive compensation disclosure rules, similar to those presently applicable to emerging growth companies (EGCs), and they would not be required to conduct Say-on-Pay and related advisory votes. The SEC estimates that approximately 81% of public companies would be non-accelerated filers subject to these scaled disclosure rules."  MORE >>

"The expansion of Section 4960 to all employees represents a fundamental shift in the excise tax landscape for ATEOs and their related organizations. Organizations that previously needed to monitor compensation only for their five highest-paid employees must now consider the tax implications of compensation above $1 million paid to any employee.... [Notice 2026-36] limits the retroactive reach of the OBBBA expansion. In addition, preserving the limited hours and nonexempt funds exceptions is welcome news for organizations with complex multi-entity structures, as it provides continued relief for employees of related organizations who perform limited services for the ATEO."  MORE >>

"This notice announces that the Department of the Treasury and the [IRS] intend to issue proposed regulations under section 4960 of the Internal Revenue Code (Code)1 pertaining to the tax on excess tax-exempt organization executive compensation. It is anticipated that the proposed regulations will address the effective date of the amendment to the definition of covered employee made by section 70416 ... the One, Big, Beautiful Bill Act (OBBBA) and will also propose exceptions to the definition of covered employee that are similar to the limited hours and nonexempt funds exceptions in the existing section 4960 regulations. This notice also solicits public comments on the matters addressed in this notice."  MORE >>

"For the first time in nearly two decades, the SEC is taking a hard look at how public companies tell shareholders about executive pay. Some might say this is old news, given that the SEC held its Executive Compensation Disclosure Roundtable almost a year ago ... Ten months, one proxy season, and roughly 70 substantive comment letters later, we now have the benefit of potentially seeing where the SEC may be headed."  MORE >>

"Executive compensation is moving through another period of recalibration. Companies are still competing for leadership talent, but they are doing so against a backdrop of market volatility, tariff uncertainty, supply-chain pressure, proxy-advisor scrutiny and fast-moving changes in how work is measured. For compensation decision makers, the question is no longer simply whether pay is going up. It's whether incentive programs remain credible, explainable and resilient when business conditions shift quickly."  MORE >>

37 pages; updated May 4, 2026. "This roundup focuses on recent federal and state actions to restrict noncompete provisions and provides links to federal and state resources from organizations, government websites, third-party resources, and news articles. The aggregated content in each section is organized in reverse chronological order[.]"  MORE >>

"Two unpublished decisions involving the same change in control severance plan went in opposite directions on the standard of review. In 2026, the Fifth Circuit applied abuse of discretion based on plan language delegating interpretive authority to the administrator. In 2025, the Tenth Circuit applied de novo review to similar facts involving the same plan because it viewed the delegation as triggered only by textual ambiguity. The divergent results underscore the importance of carefully drafted discretionary authority clauses in top hat severance plans, particularly for employers seeking to avoid de novo review of factual eligibility disputes." [Miller v. Anadarko Petroleum Corporation Change of Control Severance Plan, No. 25-20113 (5th Cir. Feb. 26, 2026; unpub.); Hoff v. Amended and Restated Anadarko Petroleum Corporation Change of Control Severance Plan; No. 23-1361 (10th Cir. Feb. 4, 2025; unpub.)]  MORE >>

"On January 1 a new California law (AB 692, enacting California Business and Professions Code section 16608) became effective. It broadly regulates payments to employees or independent contractors that are subject to repayment. As applied to executives, the law potentially invalidates any payments subject to repayment (such as buyout awards when executives are newly hired), unless they fit within a specific and detailed exception."  MORE >>

"For leaders of compensation planning, the rise of artificial intelligence (AI) creates new unknowns. Proxy voting is one immediate example. This season marks the first year that the full capabilities of generative AI will be available to -- and increasingly used by -- investors as a supporting tool for their proxy voting process."  MORE >>

"Executives often face decisions about when to exercise options, when to sell shares, and how to manage large concentrations of company stock. These choices can affect tax exposure, portfolio diversification, and long-term financial stability. Thoughtful equity compensation planning can help executives evaluate how these benefits fit within a broader financial strategy, including potential opportunities and risks."  MORE >>

"[EO 14372] may require underperforming contractors to implement 'remediation plans' ... and calls for new contract terms restricting stock buybacks and executive compensation paid by some defense contractors.... [T]he EO does not define many of the terms used, raising numerous questions as to the potential scope of its application, as well as the authority for the U.S. Department of Defense/ War to take some of the actions called for in the EO."  MORE >>

12 pages. "The external executive compensation landscape is shifting less through new [SEC] rulemaking and more through evolving expectations around disclosure quality, proxy advisor methodologies and investor scrutiny. Set out [in this article] are nine key issues and reminders to help compensation committees, in-house legal teams and human resources leaders plan for 2026 program design and executive compensation proxy disclosure."  MORE >>

"Beginning June 30, 2027, all noncompetition covenants are void and unenforceable unless they fall under an exception to the law.... The statute also takes an indirect swipe at training repayment agreement provisions (TRAPs), stay or pay provisions, and incentive clawbacks and forfeitures."  MORE >>

"Last month, the IRS released GLAM 2026-001 clarifying that applicable tax-exempt organizations (ATEOs) cannot escape the IRC Section 4960 excise tax on excess executive compensation simply because a covered health insurance provider (CHIP) is part of their affiliated group.... The GLAM also explicitly repudiates Chief Counsel Advice 201752008 (2017), warning that reliance on it does not qualify as a 'reasonable, good faith interpretation' of IRC Section 4960 -- in part because that CCA was issued before IRC Section 4960 was enacted. "  MORE >>

"This article provides a practical framework for distressed companies navigating top-hat plans, covering: [1] What top-hat plans are and why they are uniquely vulnerable in distressed companies. [2] Key bankruptcy risks: preferences, fraudulent transfers, and avoidance actions. [3] Pre-filing preparation strategies that work and pitfalls to avoid. [4] Section 409A compliance essentials for distressed companies. [5] Post-petition retention tools: Key Employee Incentive Plans (KEIPs) vs. Key Employee Retention Plans (KERPs)."  MORE >>

"An excess benefit transaction occurs when an applicable tax-exempt organization [ATEO] provides a disqualified person with compensation that exceeds what the IRS views as 'reasonable' compensation.... To avoid triggering potential sanctions, ATEOs must ensure that compensation arrangements with any disqualified person meet IRS requirements for 'reasonable compensation.' "  MORE >>