The IRS & Treasury Dept. have published FINALIZED executive comp IRC Sec. 162(m) guidelines. Here’s what’s changing…
If you are trusting a Rabbi Trust to protect your retirement savings, then you might have been a little taken aback last month if you read the headline, “Ruby Tuesday Tells Court (And Retirees): ‘Pension Funds Are Ours.” In his article published in entirety below, Attorney Mike Melbinger does (as always) a thorough job breaking down the sequence of events impacting the Ruby Tuesday nonqualified plan participants.
Thank you, Mike Melbinger, for the following in-depth update on a problem no one apparently saw coming. We’ve enclosed below the full text of Mike’s article published on December 2, 2020: “Section 409A Meets 162(m) and Some Deferred Compensation Plans and Agreements May Need to be Amended by December 31,” followed by his additional postscript article published shortly thereafter.
Companies have changed and continue to change both short- and long-term incentive plan targets in response to a global pandemic and social & political unrest.
On August 26, the Securities and Exchange Commission (SEC) announced changes to Regulation S-K as part of its human capital disclosure requirements for companies’ non-financial reporting.
“Many of the amendments,” stated the SEC media release issued last week announcing the adoption of the new guidelines, “reflect the Commission’s long-standing commitment to a principles-based, registrant-specific approach to disclosure. These disclosure requirements, while prescriptive in some respects, are rooted in materiality and are designed to facilitate an understanding of each registrant’s business, financial condition, and prospects. The rules are designed for this information to be presented on a basis consistent with the lens that management and the board of directors use to manage and assess the registrant’s performance.
Is your organization prepared to be accountable to stakeholders (and the marketplace) for its human capital management policies and practices? If your company is still looking at human capital as a cost and not an asset, brace yourself for a dramatic perspective shift. As Michael S. Melbinger, attorney and author of the Executive Compensation Blog, has observed, “the COVID-19 pandemic has pushed human capital issues to the fore like never before.”
Last week, the law offices of Winston & Strawn announced the launch of its Environmental, Social, and Governance (ESG) Advisory Team. Co-chaired by Houston-based partners Mike Blankenship and Eric Johnson, the ten-member advisory team includes Mike Melbinger, a specialist in executive compensation and employee benefit programs and a frequently published subject matter expert here on Deferred Compensation News.
Would you be interested to see how organizations are adapting their incentive compensation performance metrics in the face of a global pandemic? The attorneys at Winston & Strawn have compiled an extensive chart showing changes organizations are making, including the rationale behind their decisions.
The rules are changing for Proxy Voting Advice Businesses (PVAB), with approval by the SEC of new guidelines. The SEC’s final rule statement (published July 22, 2020) explains, “The Securities and Exchange Commission (“Commission”) is adopting amendments to its rules governing proxy solicitations so that investors who use proxy voting advice receive more transparent, accurate, and complete information on which to make their voting decisions, without imposing undue costs or delays that could adversely affect the timely provision of proxy voting advice.
Attorney Mike Melbinger, author of the Executive Compensation Blog, says he is officially putting away his crystal ball when it comes to predicting (or second guessing) the timing of actions by the Securities and Exchange Commission. Nevertheless, he does point out that select issues are on the SEC’s radar, including specific executive compensation issues, such as the recovery of erroneously awarded compensation.