#executive-compensation
Executive Compensation
Nonqualified deferred compensation, SERPs, equity awards, Section 409A compliance, and other strategies for compensating senior executives and key employees
ISO AMT in 2026: Bargain Element, Form 6251 Line 2i, and the OBBBA Phase-Out Cliff
Under OBBBA, the 2026 AMT exemption phases out at $500K single / $1M joint with a 50-cent rate, doubling the stealth bracket on ISO exercises. Here is exactly how the bargain element flows into Form 6251 line 2i, when a same-year disqualifying disposition eliminates the AMT adjustment, and how to plan exercises to avoid a six-figure phantom-income tax bill.
Section 1259 Constructive Sales: How Hedging Appreciated Stock Can Trigger a Phantom Tax Bill
Section 1259 treats short-against-the-box trades, equity swaps, and tight collars on appreciated stock as constructive sales — taxable today, even with no proceeds. Covers the variable prepaid forward workaround, the 30-day closing exception, and the related-party trap.
Section 83(i) Explained: A Five-Year Tax Deferral for Private-Company RSUs and NSOs
Section 83(i) lets qualified rank-and-file employees at eligible private companies defer federal income tax on RSU vests and NSO exercises for up to five years, but FICA is still due at vesting, the 30-day election window is unforgiving, and the 80 percent broad-based grant rule keeps most startups from offering it.
Section 280G Golden Parachute Payments: The 3× Trigger, 20% Excise Tax, and the Private Company Cleansing Vote
Section 280G disallows the corporate deduction and imposes a 20% Section 4999 excise tax once parachute payments to a disqualified individual reach three times the executive's five-year average W-2 compensation, with the penalty applying to everything above 1× the base amount. Private companies can eliminate the consequences entirely through a 75% disinterested shareholder vote paired with conditional waivers signed before closing.
Section 83(b) Election: The 30-Day Window That Saves Founders From a Phantom Tax Bill
How the IRS Section 83(b) election converts phantom ordinary income on unvested startup stock into long-term capital gains, what the new Form 15620 online portal requires, and when filing is the wrong move.
Section 162(m) and the $1 Million Cap: Why Your Covered Employee List Is About to Get a Lot Longer in 2026
Section 162(m) caps a public company's federal deduction for executive pay at $1 million per person. Starting in 2026, OBBBA aggregates compensation across the IRC § 414 controlled group — including partnerships and LLCs — and the ARPA expansion adds the five highest-paid employees to the covered list in 2027.
Phantom Stock and SARs: How Private Companies Reward Key Employees With Synthetic Equity Without Diluting the Cap Table
A practical guide to phantom stock and SARs for private companies — how the plans work, why Section 409A's 20% penalty is the rule that breaks most informal arrangements, how ASC 718 liability accounting affects EBITDA, and when synthetic equity beats options, RSUs, or an ESOP.
Nonqualified Deferred Compensation: Section 409A, Rabbi Trusts, and the 20% Penalty Executives Need to Avoid
Section 409A lets companies defer executive pay above 401(k) limits, but a single misstep triggers immediate taxation on every vested dollar plus a 20% federal penalty and premium interest. Here is how NQDC plans, rabbi trusts, and the six permissible distribution triggers actually work.