Executive Compensation: Hot Buttons to Consider
Recording Available: Friday, January 29, 2021
In response to the economic challenges brought by the COVID-19 crisis to the executive compensation landscape, significant enforcement actions from the Securities and Exchange Commission (SEC) and International Shareholders Services (ISS) concerning design, implementation, and disclosure are expected to bring complexities to businesses.
To successfully address legal risks and pitfalls, businesses and their legal counsel should be well-informed of the latest trends, developments, and compliance practices in this evolving area of law.
Join a panel of key thought leaders and professionals assembled by The Knowledge Group as they delve into an in-depth discussion of the emerging issues and challenges in executive compensation amid the COVID-19 pandemic. Speakers will offer practical tips and best practices to help businesses navigate their way in this evolving legal area.
Some of the major topics that will be covered in this course are:
- Executive Compensation: Trends, Developments, and Updates
- Notable Court Rulings
- The Implication of the COVID-19 Crisis
- Common Risks and Challenges
- Practical Compliance Tips and Best Practices
Patrick Powers, Lead Consultant
Meridian Compensation Partners, LLC
Jessica Page, Lead Consultant
Meridian Compensation Partners, LLC
- Annual Incentive Design for 2021: How will companies address economic impact of COVID in a short-term plan? Meridian will have a “hot off the presses” survey to provide insight on what companies are proposing in the February meeting cycle.
- Long-Term Incentive Design for 2021: Will companies shift mix of award to emphasize time-based awards? Will companies incorporate shorter performance periods or relative goals to account for challenge in setting long-term goals? We will have data in our survey that will help provide insight on this topic, as well.
- ESG in Incentive Plans: What questions are companies asking when they determine whether an ESG goal can be incorporated into the incentive plan? How is it measured? Over what time period is it considered? Companies are still in the planning phase for this metric. It is likely that a number of companies will “dip their toe” into this area in the next few months. As companies consider these goals, there are a number of questions that companies should be prepared to consider prior to implementation.
Susan E. Stoffer, Partner
- Design Considerations for Incentive Plans – Participation, Performance, and Pitfalls
- Participation and Top Hat Plans
- Vesting and Taxation
- Form of Awards
- Form and Timing of Payments
- Calling All Clawbacks
- The SEC to finally address clawback provision of the Dodd-Frank Wall Street Act?
- Odds & Ends
- 280G for LLCs – Watch Out for Blocker Corporations
- Proposed Changes to Rule 701 and Form S-8
- Equity Grants to “Platform” Workers
Timothy Speiss, Partner
New developments, tax planning and case for 2021
- Summary of President-Elect Biden tax proposals bearing on executive compensation
- Discuss alternatives to accelerate income into 2021 and potential pitfalls that employers should consider before implementing such strategies, and
- Outline several executive compensation design choices to consider going forward.
- Rollback of top tax bracket and reinstatement of 39.6% as top marginal tax rate.
- Increase capital gains tax rate to ordinary income tax rate for high earners.
- Subject income over $400,000 to Social Security payroll tax.
- Increase the corporate income tax rate from 21% to 28%.
- Impose a new corporate alternative minimum tax on corporations.
- Employer Actions to Accelerate an Employee’s Income
- Accelerating equity awards.
- Care should be taken to avoid impermissible acceleration of RSUs subject to the deferred compensation restrictions of IRC Section 409A.
- Triggering FICA taxes on deferred compensation earlier, and Sec. 409A.
- Acceleration may undermine retention goals
- Section 409A violation could overtake possible tax savings.
- Section 162(m) grandfathered status.
- More valuable deductions if corporate tax rates increase.
- States and local municipalities taxation
- Section 16 disgorgement
- Form 4 requirements.
- Insider trading matters
- Stock ownership guidelines.
- In-Plan Roth Conversion
- Looking Forward—Design Considerations
- Equity choice programs
- Switch from RSUs to restricted stock awards that can be taxed at grant
- Incentive stock options and AMT versus regular tax liability
- Performance criteria review
- NQDC plans that are designed to permit executives to delay payment of deferred amounts until after termination or retirement, when their tax rates may be lower, may become more attractive in the coming years
Who Should Attend:
- Employee Benefits Consultants and Lawyers
- Labor and Employment Lawyers
- Human Resource Executives
- Human Resource Managers
- Executive Compensation Lawyers
- Top Level Management
- In-house Counsel
Patrick has 10 years of experience consulting on all aspects of executive compensation strategy and design, as well as governance matters. His particular areas of focus include incentive design, pay-for-performance relationships, tax and accounting implications, and financial goal setting. Patrick co-leads Meridian’s accounting valuation team, serving as a firm-wide resource on valuation models for equity incentives (e.g., Monte Carlo). Patrick also assists clients across the firm as part of Meridian’s Performance Measurement Team, which does considerable research and analysis on metric selection, value creation, and goal setting.
He has experience working with companies in a variety of industries, including technology, industrial manufacturing, media/advertising, retail, energy, automotive, cryptocurrency, and real estate. His clients range in size from small start-ups to S&P 500 companies. He has also worked with private companies, including those that are financed through private equity.
Patrick is a frequent writer and speaker on emerging issues in executive compensation. He has spoken at numerous conferences, including those held by the Corporate Board Member and Equilar.
Patrick holds a B.S. in Finance from Virginia Polytechnic Institute and State University and an MBA from the University of Chicago Booth School of Business.
Patrick is located at the company’s New York, NY office.
Patrick has 10 years of experience consulting on all aspects of executive compensation strategy and design, as well as governance …
Jessica has more than 10 years of experience advising corporations regarding executive compensation. She has assisted organizations with benchmarking, corporate transactions, equity plans, severance arrangement and incentive design. She also has drafted reasonableness opinions for tax exempt entities.
Jessica works with organizations in all industries including health care, insurance, manufacturing, and technology. She works with large cap and small cap companies and also leads Meridian’s tax exempt team.
She has published articles in the NACD Directorship magazine and has been a speaker for World at Work. She is a member of the American Bar Association.
Jessica has a JD and and an LL.M in employee benefits from The John Marshall School of Law. Prior to becoming a consultant, she was an attorney with the Department of Labor’s Employee Benefits Security Administration.
Jessica is located at the company’s Lake Forest, IL office.
Jessica has more than 10 years of experience advising corporations regarding executive compensation. She has assisted organizations with benchmarking, corporate …
Sue Stoffer is a partner of Nelson Mullins Riley & Scarborough LLP’s Atlanta office practicing in executive compensation and employee benefits law. Sue has spent more than 30 years, including many years with a large international law firm based in New York, counseling clients on equity and non-equity incentive plans and complex retirement plan and health and welfare plan compliance issues. Sue also served as the in-house employee benefits counsel for Time Warner Inc., assisting the company with challenging merger and acquisition issues as they related to a multitude of compensation and benefits arrangements covering a wide-spectrum of employee classifications.
Sue is the co-author of the Executive Compensation Answer Book (Wolters Kluwer) and an active member of the Employee Benefits Committee of the Labor and Employment section of the American Bar Association. She received a Bachelor of Arts from the University of Illinois and a Juris Doctor from Fordham University School of Law.
Sue Stoffer is a partner of Nelson Mullins Riley & Scarborough LLP’s Atlanta office practicing in executive compensation and employee …
Tim is Co-Partner in Charge of EisnerAmper LLP's Personal Wealth Advisors Practice and Co-Chair of the Asia Practice Group and Family Office Services Group. He is also Vice President of EisnerAmper Wealth Management Corporate Benefits. He has served on the firm’s Executive Committee. Prior to joining EisnerAmper, he was a Partner with a Big 4 accounting firm and served as Partner-in-Charge of their New York Metro and Northeast Area Private Client Advisory Practice. He holds an undergraduate degree in Business (Beta Gamma Sigma) and Master’s Degree in Taxation from Widener University, is a CPA (Pennsylvania, New York, New Jersey, and the Houzhou China Institute of Certified Public Accountants), a Personal Financial Specialist from the AICPA, Investment Advisor Representative, and Selected Employee Benefits and Tax specialist. He holds a Certificate in Financial Management for Family Offices from Pepperdine University.
Tim is Co-Partner in Charge of EisnerAmper LLP's Personal Wealth Advisors Practice and Co-Chair of the Asia Practice Group and …
Print and review course materials
Method of Presentation:
Live Webcast; Group-Internet Based
General knowledge of executive compensation
NASBA Field of Study:
Finance – Technical
NY Category of CLE Credit:
Areas of Professional Practice
2.0 CPE (Not eligible for QAS (On-demand) CPE credits)
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About Meridian Compensation Partners, LLC
Meridian Compensation Partners has a singular focus: to provide the most effective solutions and independent advice in executive compensation and corporate governance consulting. With over 80 associates in ten offices in the US and Canada, Meridian provides top management, boards and compensation committees at public and private corporations with core services that include board level advisory services, compensation program design, research and competitive market intelligence on executive pay and governance matters.
Meridian Compensation Partners is unique in our ability to provide a full array of services and capabilities and develop long-tenured, board-level consulting relationships to over 700 major publicly traded and privately held corporations. We serve companies across all industries, and have particular expertise in industry sectors with unique labor markets, business metrics, and compensation practices. We guide clients through challenging issues and bring each relationship an independent perspective, expertise, knowledge, and deep resources.
About Nelson Mullins
Established in 1897, Nelson Mullins Riley & Scarborough LLP is a diversified, Am Law 100, law firm with more than 800 attorneys and government relations professionals practicing across 25 offices serving clients in more than 100 practice areas. With clients ranging from Fortune 500 companies to venture-backed and emerging enterprises to start-ups, Nelson Mullins has strong roots in the business community and an appreciation for new directions in the business world. The Firm provides advice and counsel in litigation, corporate, securities, finance, banking, mergers and acquisitions, financial services, healthcare, technology, intellectual property, labor and employment, executive compensation and employee benefits, government relations, regulatory, bankruptcy and creditors' rights, immigration, international law, and other needs of clients ranging from private individuals to large businesses, including public companies. For more information, visit www.nelsonmullins.com.
About EisnerAmper LLP Personal Wealth Advisors Practice
Large enterprises, privately owned companies and high net worth individuals face near- and far-term accounting issues. They turn to EisnerAmper for comprehensive audit, accounting, advisory, consulting, and tax services – as well as smart, analytical insight delivered in an approachable style. EisnerAmper LLP is one of the largest accounting firms in the U.S., with 1,900 employees and over 200 partners across the country. We combine responsiveness with a long-range perspective; to help clients meet the pressing issues they face today, and position them for success tomorrow.
Our clients are enterprises as diverse as sophisticated financial institutions and start-ups, global public firms and middle-market companies; as well as high net worth individuals, family offices, not-for-profit organizations, and entrepreneurial ventures across a variety of industries. We are also engaged by the attorneys, financial professionals, bankers and investors who serve these clients. All EisnerAmper professionals take several signature approaches:
- Responsive – We listen to client concerns, and craft responsive solutions, tailored to their needs.
- Accountable – We look for actionable solutions that produce tangible measurable results for our clients. We focus on the practical.
- Principled – We uphold the highest ethical, regulatory and legal standards of our profession.
- Relationship-Oriented – We seek to build long-term relationships with our clients, in order to help them grow, addressing their concerns at every step of their journey.
Most EisnerAmper clients are based in the U.S., or comprised of U.S. business interests of foreign entities. To serve domestically-based clients with interests in financial services opportunities overseas, we offer the resources of EisnerAmper Global, with offices in the Cayman Islands and Dublin, Ireland; as well as the services of Allinial Global.
EisnerAmper fosters relationships: with our clients, of course, and the peer professionals who work together with us on their behalf.
For additional information regarding EisnerAmper LLP, visit https://www.eisneramper.com/about-us/