Navigating Section 409A Nonqualified Deferred Compensation Taxes and Audits: Challenges for Employers and Employees

Mr. Huber regularly advises clients on the design and implementation of compensation and benefits arrangements, including employment and severance agreements; consulting arrangements; retention, severance and change-in-control plans; cash and equity-based incentive compensation plans; and nonqualified deferred compensation plans. In addition, he frequently advises clients regarding the tax rules relating to deferred compensation, the excise tax on “golden parachute” payments and the limits on deductibility of executive compensation. He also advises on the SEC rules governing executive compensation disclosure, including annual proxy disclosure and peri­odic reports, as well as on various ESG-related issues.

Mr. Wiseman regularly represents both public and private companies in a range of industries and is frequently called upon to advise boards of directors, compensation committees, senior management teams and members of management on compensation matters arising both in the ordinary course of business and with respect to extraordinary events, including leadership transitions. He is recognized as an up-and-coming leader and adviser in the financial services and fintech industries as a result of his extensive experience working on executive compensation and corporate governance matters. Mr. Wiseman frequently assists clients, including financial institutions, financial sponsors, founders and senior executives, in navigating complex and overlapping regulatory regimes and structuring sophisticated incentive arrangements. He provides tax planning advice with respect to profits interests and other partnership compensatory instruments, as well as Sections 409A, 162(m) and 280G of the Internal Revenue Code. A significant portion of his practice focuses on advice related to various federal regulatory regimes, including banking regulatory requirements, SEC rules and disclosure requirements governing executive compensation, securities registration and exemption requirements, and compliance with NYSE and Nasdaq listing standards. Mr. Wiseman has authored or co-authored articles in various publications related to executive compensation in the context of mergers and acquisitions, SEC reporting and banking regulatory rules governing incentive compensation, in addition to regularly speaking at conferences and seminars on these topics.