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Comp Talks – Section 162(m) Tips and Traps

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Comp Talks is a monthly program designed to address hot topics in compensation for public companies. The goal of the Comp Talks series is to provide practical information to help you:

  • make compensation decisions that motivate your employees, consultants and directors to achieve your business goals,
  • confidently explain those decisions to employees, directors, stockholders and proxy advisory firms, and
  • administer your programs effectively.

Our programs, conducted by Cooley practitioners and industry experts, are designed to give you the information and tools you need to keep up with current compensation trends so you can balance the legal, tax and disclosure requirements and "best practices" with your practical business needs.

Our September 20 webcast will explore tips and traps related to “performance-based compensation” under Section 162(m) of the Internal Revenue Code. Performance-based compensation is exempt from the $1 million compensation deductibility limit that applies to “covered employees” of public companies if certain requirements are satisfied.

Specific Topics Include

  • Practical considerations for deciding whether exemption from the tax deduction limit is important
  • The requirements to qualify for the performance-based compensation exemption
  • Best practices, including plan structure, stockholder approval and compensation committee approval/certification
  • Use of special Section 162(m) committees
  • Common compliance issues
  • Stockholder and proxy advisory firm considerations when obtaining stockholder approval of equity plans for purposes of Section 162(m)

Confirmed Panelists

Kathy Morgan – VP Corporate Law, Iridium Communications
Keith Ranta – Special Counsel, Cooley
Amy Wood – Partner, Cooley (moderator)

Register to access recorded webcast

Upcoming Comp Talks Programs

  • October 24, 2017 – Risk mitigation devices – stock ownership guidelines, holding periods and clawback policies
  • November 15, 2017 – ESPP design, administration, tips and traps

For more information, please email Leah Lowery or call +1 858 550 6465.

Related Contacts
Amy M. Wood Partner, San Diego
Related Practices & Industries

Compensation & Benefits