The SEC announced on May 16 that it will host a roundtable discussion with representatives from public companies, compensation consultants, lawyers, investors, and other stakeholders on the topic of executive compensation programs and the related disclosures required in public company proxy statements. The roundtable will take place on June 26 at the SEC’s headquarters. If you are interested, you can register in advance to attend in-person, or you can watch the roundtable virtually. The virtual link will be available on June 26 at www.sec.gov, and the SEC intends to make a recording available at a later date. The agenda and panelists for the roundtable were announced on June 11 and are described in more detail here.

Emily Davidson
Emily works closely with public and private companies and individuals on a wide range of executive compensation matters. She is well-versed in the design and drafting of stock- and cash-based incentive compensation plans (and related award agreements), employee stock purchase plans, “top hat” plans and deferred compensation arrangements, as well as employment, retention, change in control, severance, and separation agreements for employees and C-suite executives.
IRS Issues Proposed Regulations on the Expanded Definition of “Covered Employee” Under Code Section 162(m)
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 tax year to covered employees of a publicly held corporation to $1 million.…