#executive-compensation
Nonqualified deferred compensation, SERPs, equity awards, Section 409A compliance, and other strategies for compensating senior executives and key employees
A detailed 2026 guide to Section 457(b) and 457(f) deferred compensation plans — how public-sector and nonprofit employees can stack a 457(b) on top of a 403(b) or 401(k) for up to $65,000 in deferrals, when the special three-year catch-up reaches $49,000, and how 457(f) vesting can trigger a tax bomb under Section 409A.
A 2026 guide to Section 457(b) and 457(f) plans — how public-sector and nonprofit employees can defer up to $49,000 pre-tax by stacking a 457(b) on a 403(b), and how nonprofit executives use 457(f) without triggering the substantial-risk-of-forfeiture tax trap.
Section 4960 imposes a 21% excise tax when a tax-exempt organization pays a covered employee more than $1 million. The 2025 OBBBA expansion redefines "covered employee" as anyone employed since 2017, widening the tax base for hospitals, universities, and foundations filing Form 4720 in 2026.
Section 83(i) lets qualified employees of qualified private companies defer federal income tax on RSU settlements and NSO exercises for up to five years. The 80 percent grant rule, mandatory escrow, and 30-day election deadline explain why adoption stays in the single digits — and when the election still pays off.
Exercising and holding ISOs adds the bargain element to AMTI on Form 6251 Line 2i, which can produce a six-figure tax bill before a single share is sold. A 2026 guide to the tightened AMT exemption phase-out ($500K single / $1M MFJ at 50¢ per dollar), the qualifying disposition rules under IRC §422, and the planning moves — AMT crossover exercise, §83(b) early exercise, same-year disqualifying sale, and multi-year laddering — that keep tech employees out of the trap.
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 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) 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 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.
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) 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.
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.
