Employee Benefits Law Report

Tag Archives: SEC

For public companies, the time to update executive compensation practices is now: Final regulations issued under IRC Section 162(m) and American Rescue Plan Act further expands class of covered employees

At long last, the Department of the Treasury and Internal Revenue Service published final regulations to explain how changes to Internal Revenue Code Section 162(m) under the Tax Cuts and Jobs Act of 2017 (TCJA) affect the deductibility (or lack thereof) of compensation in excess of $1 million paid to covered employees. We have blogged about these changes and made recommendations to public companies in the past about how to manage these changes. For the most part, the final regulations did not change any prior guidance. We will not repeat these prior summaries here. Instead, we will highlight the items …

SEC Proposes CEO Pay Ratio Rule

On our companion blog — Federal Securities Law BlogAndrew Trafford describes the Securities and Exchange Commission’s recently proposed CEO pay ratio rule.  This rule comes from Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  In a nutshell, this rule generally requires public companies to disclose in their proxy statements the ratio of the compensation (as defined in Item 402(c)(2)(x) of Regulation S-K) of the median-compensated employee in the company to the compensation of the company’s CEO.

As Andy points out in his blog, many public companies were concerned about the methods and techniques the …