Section 162(m) Final Regulations Clarify Requirements for Exemptions to $1 Million Deduction Limitation

On March 31, 2015, IRS issued final regulations clarifying that stock options and SARs will only qualify as performance-based compensation if granted under a stockholder-approved plan that includes an individual limit on the number of such awards that may be granted during a specified period. In addition, only certain types of stock-based compensation are eligible to be treated as “paid” when granted for purposes of qualifying for an exemption under the IPO transition rule.

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For more information about structuring individual limits for equity grants, please see this article in The Corporate Executive.

Andrew LiazosAndrew Liazos
Andrew C. Liazos heads the Firm's Executive Compensation Group and the Boston Employee Benefits Practice. Andrew focuses his practice on compensation and benefit matters, including related securities, M&A, IPO, private equity, international and litigation matters. Clients range from Fortune 500 companies to compensation committees to individual executives in employment and severance negotiations. Read Andrew Liazos' full bio.


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William R. PomierskiWilliam R. Pomierski
William (Bill) R. Pomierski focuses his practice on the taxation of financial products and capital markets transactions, as well as on executive compensation matters. He is a former chair of the Firm’s Executive Compensation Practice Group. Bill advises clients on the federal income tax implications of a variety of domestic, cross-border and global financial products and related transactions. Read William Pomierski's full bio.

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