News Archive

"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"Two unpublished decisions involving the same change in control severance plan went in opposite directions on the standard of review.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 >>

"A loan regime split-dollar life insurance arrangement can be an important option to provide retirement benefits to nonprofit executives ... Nonprofit organizations face unique challenges when designing competitive compensation packages for executives.... These rules create significant and immediate tax burdens on both the executive and the organization for retirement benefits that are intended to be paid out over multiple years."  MORE >>

"Apple Inc. has dropped an 'ESG modifier' from its 2025 pay packages for top executives, which had allowed the board to adjust annual bonuses based on performance on environmental measures.... The share of S&P 500 companies tying executive compensation to environmental metrics fell to 46.7% in 2025, down from a peak of 52.6% two years earlier[.]"  MORE >>

"Executive benefits are an increasingly common way for employers to attract and retain top talent for key positions in the organization. Although nondiscrimination rules often present barriers to implementing certain forms of executive arrangements, there are almost always workarounds, alternatives, or taxable (with a gross-up if desired) approaches that can accomplish many of the same goals."  MORE >>

"In recent remarks at the 53rd Annual Securities Regulation Institute, SEC Commissioner Mark T. Uyeda signaled a potential shift away from disclosure mandates perceived as costly or socially prescriptive, toward a regime more closely tied to investor relevance and statutory requirements."  MORE >>

137 pages. "[This Handbook] is intended to help compensation committee members understand and comply with the duties imposed upon them.... [It describes] in some detail the concepts underlying a variety of areas within the bailiwick of compensation committees ... [and discusses] developments over recent years to executive and director compensation practices and related trends, particularly regarding the SEC's newly announced consideration of changes to executive compensation disclosure requirements and continued developments in laws relating to executive and employee noncompetition arrangement."  MORE >>

"ISS's pay-for-performance quantitative analysis to assess pay for performance alignment will be extended to a five-year look back period from a three-year period for certain components of the analysis.... ISS announced that it would be taking a more favorable view of time-based equity awards with extended time horizons with respect to its pay-for-performance analysis.... Glass Lewis updated its pay-for-performance methodology, transitioning from a single letter grade of 'A' through 'F', to a scorecard-based approach that consists of up to six tests. "  MORE >>

"[EO 14372] directs the Secretary to ensure contracts and contract renewals executed after March 8, 2026, contain a new clause aligned with the EO. Contractors subject to the new clause must have executive incentive compensation plans that reward on time deliveries and investments in production capacity rather than achievement of short-term financial metrics. If the DoW determines ... that a contractor does not sufficiently prioritize, invest in or establish acceptable production rates, contractor compensation and executive incentive plans will be scrutinized."  MORE >>

"[This article summarizes] the rules related to the year-end reporting requirements for ISO exercises on Form 3921 and ESPP transfers on Form 3922, and the penalties that could apply if a corporation fails to follow these rules."  MORE >>

"Gen Z leaders will expect not only competitive compensation but also transparent, technology-enabled and values-driven pay programs and practices. Their fluency and comfort with real-time data and artificial intelligence could push innovative compensation designs, dynamic goal setting and risk-adjusted incentives. More importantly, Gen Z's desire for social impact may bring purpose-based performance to the center of executive pay discussions."  MORE >>

"[1] Understand the vesting schedule of your restricted stock units (RSUs).... [2] Know how your company will withhold the taxes on your RSU shares.... [3] Have a plan for the RSU shares you will receive at vesting."  MORE >>

"[1] Last chance to correct certain Section 409A document failures discovered in 2025.... [2] Nonqualified deferred compensation deferral elections should be made on or before December 31, 2025.... [3] Take certain action to address impact of Tax Cuts and Jobs Act on Section 162(m) of the Code.... [4] Review whether equity-based compensation plans have sufficient shares remaining for 2026 awards.... [5] Review director pay practices and consider separate annual limits on director equity awards.... [6] Review ISS 2026 benchmark policy voting policies for executive compensation matters:.... [7] Section 6039 of the Code information statements due by February 2, 2026.... [8] Continue to consider clawback disclosure issues.... [9] Consider electronic filings for future Section 83(b) elections."  MORE >>

"[The] Internal Revenue Code requires that separate information returns be furnished to most U.S. taxpayers who exercised ISOs during 2025 or who transferred shares during 2025 that were acquired under an ESPP.... The deadline for furnishing Forms 3921 and 3922 to optionees and transferors is February 2, 2026. The deadline for filing Forms 3921 and 3922 with the IRS is March 2, 2026, if you physically mail the form, or March 31, 2026, if you send the form electronically."  MORE >>