Emerging Issues in Executive Compensation in 2014
Overview:Issues arising from executive compensation are continuing to have a significant impact on many companies and their employees. Identifying potential problems and crafting good policies early on can significantly minimize damages in the long run.
This Knowledge Group live webcast: Emerging Issues in Executive Compensation in 2014 aims to put you in the know with respect to understanding key issues surrounding executive compensation and their impact on your company. Employee benefits practitioners will take you through practical and real world examples while providing end-to-end discussion of the most critical issues affecting executive compensation.
The following key topics will be addressed in this LIVE two-hour webcast:
• Changes in the Legal and Regulatory Landscape
• Developing Practices under Say-On-Pay Regime and Proxy-Related Fiduciary Claims
• Proxy Season: An Overview
• Executive Compensation Pitfalls under Section 162(m) and Section 409A
• Equity Compensation Practices and Considerations
• Other Executive Compensation Issues in 2014
• The Latest Executive Pay Trends and Developing Best Practices
Laurence I. Wagman, CPA, Founding Principal,
Golden Parachute Tax Solutions LLC
- If an executive receives consideration contingent upon a change-in-control, in general such benefits will incur an excise tax of 20% of any amount that exceeds the executives average taxable compensation for the prior 5 years, if the total of such benefits exceeds three times the executives average taxable compensation for the prior 5 years.
- With the upswing of M&A activity, companies should give more consideration to the consequences of internal revenue code section 280G, the golden parachute excise tax penalty provisions.
- Although performance vested compensation have become more prevalent with respect to long-term-Incentives, the golden parachute rules treat accelerated performance equity more harshly than time-vested equity. It is therefore important that a company which may be taken over consider moving away from performance vested equity as part of their long-term Incentives.
- Where severance and other benefits conveyed upon a change in control ("CIC") are also subject to a non-competition arrangements, such benefits may be excluded from the 280G tax penalties.
- When considering IRC Section 280G and 4999, it is important to build a clear and convincing case as to whether a non-compete has demonstrable value. A complete analysis should include both qualitative and quantitative components.
Bindu Culas, Principal,
Frederic W. Cook & Co., Inc.
- Executive Compensation Pitfalls under Section 162(m) and Section 409A
- Equity Compensation Design: Full Value v. Fungible v. Sub-limit Share Reserve
- How to maximize an equity plan's share reserve and flexibility
Megan Sandquist, Senior Consultant,
Meridian Compensation Partners
- Trends in disclosure of pay and performance
- Emerging trends with respect to disclosure and use of realized pay
- Deductibility of annual incentive payments under Section 461 of the Code
Who Should Attend:
- CFOs & Financial Officers- Employee Benefits and Executive Compensation Practicing Lawyers
- Compensation and Benefits Consultants
- Senior Management
- HR Executives
- Benefits Managers
- Other Related/Interested Professionals
Laurence Wagman is the founding principal of Golden Parachute Tax Solutions LLC. His expertise is in the area of taxation of executive compensation, and is a nationally known resource within the golden parachute tax penalty arena (Internal Revenue Code Sections (“IRC”) 280G and 4999. Laurence has previously written several articles for both the Journal of Compensation and Benefits and the Taxation of Executive Compensation and Retirement on IRC Section 280G related matters this list includes: Structuring Change in Control Arrangements Within the Current Executive Compensation Environment (Sept 2009), The Golden Parachute Excise Tax; Why it’s about to Become More Expensive, Why a Gross-Up May be Necessary and How to Structure it to be Performance Based (July 2010), The Golden Parachute Excise Tax – Not Just a Public Company Issue (Sept 2011), and Canadian Employers – Beware the United Stated Golden Parachute Excise Tax as Not Just a U.S. Problem. In addition to writing several articles Laurence also appeared on many distinguished panels for both NASPP and PLI.
Laurence is a graduate of Lehigh University (1995), received his Master of Science in Taxation at Seton Hall University (2002) and is a licensed Certified Public Accountant in the state of New Jersey. Laurence can be reached at lwagman@280Gsolutions.com.
Laurence Wagman is the founding principal of Golden Parachute Tax Solutions LLC. His expertise is in the area of taxation …
Bindu joined Frederic W. Cook & Co., Inc. in December 2012 and is a Principal in the New York Office.
Bindu has over 15 years of experience advising clients on the US and international legal, tax and regulatory aspects of designing and structuring equity incentive programs, employment agreement, and severance and change-of control plans. Bindu has worked with both domestic and foreign publicly traded and privately held companies as well as pre-IPO companies.
Before joining Cook & Co., Bindu was a partner and the Head of Executive Compensation at Linklaters LLP, an international law firm. Prior to that she was an attorney in the corporate and executive compensation departments at Sullivan & Cromwell LLP.
Bindu is a member of the New York State Bar, and received her J.D. and B.S. (with distinction) degrees from New York University. She writes and speaks frequently at regional and national ABA, American Law Institute, NASPP and PLI events.
Bindu joined Frederic W. Cook & Co., Inc. in December 2012 and is a Principal in the New York Office. …
Megan is a Senior Consultant with Meridian Compensation Partners, LLC and has been consulting in the areas related to executive compensation for 17 years. Her work includes developing compensation philosophy, conducting benchmarking review and designing annual and long-term compensation programs. In addition, as an attorney by background, she has had extensive experience with employment contracts, severance arrangements, as well as a variety of other technical matters. She has also worked with ESOP transactions and designed phantom equity programs for post-transaction, and employment agreement terms.
Before joining Meridian, her past work experience included Levenfeld Pearlstein, LLC, Principal Financial Group, and Hewitt Associates
She received a Bachelor of Arts at Mount Holyoke College, South Hadley, MA, was a visiting student at Northwestern University School of Law, received her J.D. at Marshall-Wythe School of Law; College of William & Mary, Williamsburg, VA.
Megan is a Senior Consultant with Meridian Compensation Partners, LLC and has been consulting in the areas related to executive …
Print and review course materials
Method of Presentation:
On-demand Webcast (CLE)
NASBA Field of Study:
Specialized Knowledge and Applications
NY Category of CLE credit:
2.0 CPE (Not eligible for QAS (On-demand) CPE credits)
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About Golden Parachute Tax Solutions LLC
Golden Parachute Tax Solutions is a nationally recognized Certified Public Accounting firm which specializes in offering IRC Section 280G Computations & Advisory Services. We understand the complex issues related to Internal Revenue Code Section 280G. Our understanding of both the tax and valuations side of the golden parachute rules has made us the leader in the industry. When working with us, you receive both the highest level of technical expertise and the rapid response you expect. What makes special are our people. Our clients deserve only top people in the industry.
About Frederic W. Cook & Co., Inc.Frederic W. Cook & Co., Inc. provides consulting services to compensation committees, boards of directors and corporations with respect to the compensation of executives and directors. The Firm's services are provided to companies in all industries and size categories. The Firm has provided compensation consulting services to more than 2,700 companies since they were founded 40 years ago. They are the independent compensation consultants to approximately 25% of the S&P 500 companies.
About Meridian Compensation Partners
Meridian advises Boards of Directors and Senior Management on the full range of executive compensation issues that confront them.
Whether the subject is compensation philosophy, pay for performance, strategic goals, retention, shareholder initiatives, M&A or Board governance, we have the resources, experience, expertise and judgment to help. We can guide Compensation Committees as they make difficult but informed decisions on executive pay.
Our decades of experience provide context for our clients to make sound business judgments, and provide a deep understanding of Compensation Committees' responsibilities.