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Greg Daugherty

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Greg focuses his practice on executive compensation and employee benefits matters for publicly traded and privately held companies and nonprofit organizations. He has extensive experience assisting business owners with their succession planning needs through the implementation of employee stock ownership plans (ESOPs).

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Deadline approaching for public companies to adopt Dodd-Frank clawback policies

By Greg Daugherty and Rich Helmreich on Categories: SEC News, Trends
This summer, the Securities and Exchange Commission (SEC) approved final Dodd-Frank clawback policy listing requirements for both the NYSE (NYSE Listed Company Manual Section 303A.14) and Nasdaq (Nasdaq Listing Rule 5608). The listing standards provide that these compensation recovery policies apply to compensation received on or after Oct. 2, 2023, but listed companies have until … Continue Reading

Recent IRS guidance affects corporate tax deductibility of public company executive compensation arrangements and related proxy statement disclosures

By Greg Daugherty and Dave Tumen on Categories: General Business News
Publicly traded companies have long been concerned with Internal Revenue Code Section 162(m) in order to maximize the deductibility of compensation paid to certain covered officers. Last year’s tax reform act made significant changes to Code Section 162(m). The IRS also recently published a Notice that explained some of these changes in more detail. To … Continue Reading

Substantial risk of forfeiture guidance clarifies when Section 16 short-swing profit liability can defer taxation of equity compensation awards

By Greg Daugherty on Categories: Compensation Matters, Corporate Governance
Legend had it at my law school that one day, a lost student walked into a torts class and asked the professor if this class was wills, trusts, and estates. The torts professor replied, “We haven’t gotten that far yet.” A dry sense of humor on the professor’s part? Perhaps. His point, however, was that … Continue Reading

“Substantial risk of forfeiture” clarification impacts restricted property (stock) grants

By Greg Daugherty on Categories: Compensation Matters, Corporate Governance
As complex as the Internal Revenue Code is, many people still assume that the rules contain a great deal of specificity and precision, perhaps because of the mathematical nature of calculating taxes. They often are surprised to learn that the Code leaves a lot of room for discretion and subjectivity. A great example of this … Continue Reading

Wall Street Reform Legislation Requires Public Companies to Revise Clawback Policies

By Greg Daugherty on Categories: Compensation Matters
President Obama, on July 21, 2010, signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Although the Act focuses primarily on banking, the Act does contain a section that requires the Securities and Exchange Commission to publish rules that direct the national securities exchanges and associations to prohibit the listing … Continue Reading

IRS Limits Scope of IRC Section 162(m) Performance-Based Compensation Deduction

By Greg Daugherty on Categories: Compensation Matters
The IRS issued Revenue Ruling 2008-13 to clarify what constitutes “performance-based” compensation under Internal Revenue Code Section 162(m).  This classification is important because Code Section 162(m) generally prohibits public companies from deducting compensation in excess of $1 million to the CEO and certain named executive officers.  If the compensation is performance-based, however, this deduction limitation … Continue Reading
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