#executive-compensation
Nonqualified deferred compensation, SERPs, equity awards, Section 409A compliance, and other strategies for compensating senior executives and key employees
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.
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.
