News & Analysis as of

Publicly-Traded Companies Compensation & Benefits

BCLP

So, You Want To Join A Public Company Board

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Retired senior executives often receive, or seek out, public company directorships as the next step in their journeys. Before accepting, they should carefully evaluate key areas to make sure they are prepared for the...more

Morris, Manning & Martin, LLP

Potential Changes to SEC Executive Compensation Disclosure Framework

On June 26, 2025, the Securities and Exchange Commission (SEC) held a roundtable discussion on whether the current executive compensation disclosure framework for public companies can be improved....more

Morgan Lewis - ML Benefits

IRS Proposes Regulations on Expanded Definition of Covered Employee Under Code Section 162m

Section 162(m) of the Internal Revenue Code prohibits a publicly held corporation from taking compensation-related tax deductions with respect to the compensation of a “covered employee” to the extent the compensation exceeds...more

Eversheds Sutherland (US) LLP

Proposed regulations explain the expansion of “covered employees” under Code Section 162(m)

On January 14, 2025, the Department of the Treasury and the Internal Revenue Service issued proposed regulations (Proposed Regulations) relating to the expansion of the definition of “covered employees” under Internal Revenue...more

Troutman Pepper Locke

IRS Issues Proposed Regulations on the Expanded Definition of "Covered Employee" Under Code Section 162(m)

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On January 16, the Internal Revenue Service (IRS) published proposed regulations ( 90 FR 4691) under Section 162(m) of the Internal Revenue Code. Section 162(m) generally limits the deductibility of compensation paid in any...more

Seyfarth Shaw LLP

How Now, High Five? IRS Issues Proposed Regulations for the Expanded Definition of “Covered Employee” Under Section 162(m) that...

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On January 16, 2025, the IRS issued proposed regulations under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), which limit the amount of compensation a publicly held corporation may deduct for wages paid to...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the...more

Vinson & Elkins LLP

Executive Compensation Under the New Administration

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President-elect Donald Trump’s impending return to power on January 20, 2025, has created uncertainty and challenges for proxy advisory firms, such as ISS and Glass Lewis, which provide voting recommendations to investors on...more

Barnea Jaffa Lande & Co.

Approving a remuneration policy and paying remuneration to senior officers while overruling the general meeting’s opposition

Last month, the State Attorney-General and the Israel Securities Authority published their positions with regard to the overruling mechanism. The context relates to the requirement for public companies and private companies...more

Polsinelli

Tax and Disclosure Considerations Related to Executive Security Benefits

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Key Takeaways - Executives and companies may deduct the cost of security benefits that meet certain requirements under the Treasury Regulations Public companies are generally required to disclose the cost of security...more

BCLP

Perk Redux - Yet Another Company Stumbles Over SEC Executive Compensation Rules

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On December 17, 2024, the SEC announced settled charges against Express, Inc. for failing to disclose perks paid to its then CEO, including personal use of airplanes. Without admitting or denying the SEC’s findings,...more

Proskauer - Employee Benefits & Executive...

[Podcast] Episode 50: Activism and EBEC

In this episode of The Proskauer Benefits Brief, David Teigman, partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group, Josh Apfelroth, partner in the Private Equity and Mergers &...more

Mayer Brown Free Writings + Perspectives

The SEC Brings Another Enforcement Action On Related Party Transaction Disclosures

On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and...more

Farrell Fritz, P.C.

Out of Control! What the Elon Musk Compensation Case Reminds Us about Transactions with Controlling Stockholders

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Process still matters.  That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk.  The court rescinded the incentive package mainly...more

Troutman Pepper Locke

Equity Award Delegations for Publicly Traded Companies — The Consumer Finance Podcast

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Please join Troutman Pepper Partners Chris Willis and Sheri Adler as they discuss recent developments in equity award delegations for public companies incorporated in Delaware. Sheri, a member of our Employee Benefits and...more

Lowenstein Sandler LLP

Clawbacks and Incentive-Based Compensation: How to Prepare for the New NASDAQ and NYSE Requirements

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In today’s episode of “Just Compensation,” Kate Basmagian, partner in Lowenstein’s Capital Markets & Securities group and chair of the firm's ESG group; Christine Osvald-Mruz, partner in the Employee Benefits & Executive...more

WilmerHale

Public Company Stock Option Repricings: A Primer

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Stock options are often a significant, and critical, component of a public company’s compensation and benefits programs as they align the interests of employees and stockholders—when the company’s stock price increases,...more

Thomas Fox - Compliance Evangelist

Executive Compliance Comp and Compliance: From Incentives to Clawbacks

There are two problems that every company must deal with at the intersection of executive compensation and compliance. The first is the presence of perverse incentives within organizations, where executives are often...more

Holland & Knight LLP

Executive Perks: A Hammer Finds Its Nail in SEC Settlement with Tool Company

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We return once more to the issue of public company executive perquisites or "perks" – a topic we anticipated last year would "be a hot-button enforcement issue for the foreseeable future." We were not wrong. In light of the...more

Wyrick Robbins Yates & Ponton LLP

SEC Approves NYSE and Nasdaq Clawback Listing Standards

As previously reported, NYSE and Nasdaq filed proposed listing standards with the Securities and Exchange Commission (“SEC”) earlier this year to implement the SEC’s rule requiring most publicly traded companies to adopt a...more

Holland & Knight LLP

NYSE, Nasdaq Amend Proposed Listing Standards Related to Clawbacks

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The New York Stock Exchange (NYSE) on June 5, 2023, filed an amendment to its incentive compensation clawback listing standard originally proposed in February 2023. The Nasdaq Stock Market followed suit and filed an analogous...more

Mayer Brown Free Writings + Perspectives

NYSE and NASDAQ Propose October 2, 2023 Effective Date to Clawback Listing Standards

On June 5, 2023, the New York Stock Exchange (“NYSE”) filed an amendment to its proposed Dodd-Frank clawback listing policy providing for an effective date of October 2, 2023. Similarly, on June 6, 2023, Nasdaq filed an...more

Wyrick Robbins Yates & Ponton LLP

NYSE and Nasdaq Adopt Proposed Listing Standards to Implement Clawback Rules

As we previously reported, last October, the Securities and Exchange Commission (“SEC”) adopted a final rule requiring most publicly traded companies to adopt a clawback policy to recover incentive-based compensation from...more

Mayer Brown Free Writings + Perspectives

Disclosing Perks and Payments

The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for...more

Katten Muchin Rosenman LLP

SEC Clarifies 'Pay versus Performance' Disclosure Rules

On February 10, the US Securities and Exchange Commission (SEC) issued 15 new Compliance and Disclosure Interpretations (C&DIs) to implement the "pay versus performance" (PvP) disclosure rules that were adopted on August 25,...more

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