Employee Benefits & Executive Compensation Blog

The View from Proskauer on Developments in the World of Employee Benefits, Executive Compensation & ERISA Litigation

Joshua Miller

Joshua Miller

Partner

Joshua M. Miller advises senior management teams and individual officers in designing, negotiating and implementing executive compensation arrangements.

Whether in the context of a merger or acquisition, an acceptance, transition or termination of employment, or the ordinary course of employee pay matters, Josh provides legal counsel on a broad variety of securities, tax and employment matters critical to both companies and individuals. He focuses on employment and separation agreements, equity and cash incentive programs, and employee benefit matters in corporate transactions. Josh balances highly technical legal proficiency with practical considerations such as market trends, best pay practices and corporate governance.

Recently, Josh has been involved in management buyouts in the healthcare, technology and private funds space. Other recent matters include employment and separation agreements for C-suite executives; mergers and acquisitions in the hospitality, life sciences and financial services industries; and equity program design for REITs, oil and gas ventures and pharmaceutical companies.

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[Podcast]: Nuts and Bolts on a Management Buyout (Part 3 of 7)

In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts of a management buyout, and in particular, how management deals with the selling sponsor and the bidder, and starts to develop their own compensation packages post-closing and consider deal bonuses from the selling sponsor. … Continue Reading

[Podcast]: Nuts and Bolts on a Management Buyout (Part 2 of 7)

In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts on a management buyout. As part of their discussion they highlight the different types of transactions (single bidder vs. multi-bidder) and the various tasks that management faces in handling the process and as a … Continue Reading

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

Pay ratio disclosure rules requiring public companies to disclose the ratio between the annual total compensation of the median employee and the company’s principal executive officer are effective for fiscal years beginning on or after January 1, 2017.  Accordingly, most public companies will need to comply with the rules beginning with the 2018 proxy season. … Continue Reading

Senator Warren Leads Coalition to Expand Scope of Limitations on Executive Compensation Tax Deductions

As we have previously reported (see here and here), bills to expand the scope of Section 162(m) and/or to narrow or eliminate the exceptions under Section 162(m) have been proposed in recent years, but have not become law. Recently, a new coalition named “Take On Wall Street” that is comprised of lawmakers (including Senator Elizabeth … Continue Reading

SEC Announces Open Meeting on Proposed Clawback Requirements under Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act became law on July 21, 2010, introducing a variety of executive compensation-related regulations, including with respect to shareholder say-on-pay voting and independence requirements for members of the compensation committees and their advisers.  Almost five years following the enactment of the Dodd Frank Act, the rules enacting … Continue Reading

IRS Chief Counsel Memorandum Clarifies that Correction of Section 409A Failures in Year of Vesting Will Not Shield Income Inclusion Under 409A

Earlier this month, the Office of Chief Counsel of the Internal Revenue Service released a Memorandum clarifying the impact of a correction of a Code Section 409A operational failure before the date of vesting of nonqualified deferred compensation but during the year of vesting.  In the Chief Counsel Memorandum, the IRS clarified that such a correction, … Continue Reading

ISS, Glass Lewis Release 2015 Proxy Voting Updates; Espouse Nuanced Review of Equity Compensation Practices

Proxy advisory firms Institutional Shareholder Services, or ISS, and Glass Lewis released their 2015 executive compensation proxy voting updates that may be particularly relevant for public companies that intend to submit new or amended equity compensation plans for stockholder approval in the coming proxy season.  Overall, the updated guidelines suggest that ISS and Glass Lewis … Continue Reading

IRS Issues Revenue Ruling on Applicability of Section 457A to Options and Stock Appreciation Rights

On June 10, 2014, the IRS issued Revenue Ruling 2014-18, which holds that nonqualified stock options, as well as stock-settled stock appreciation rights (SARs), do not constitute nonqualified deferred compensation subject to taxation under Code Section 457A as long as they are exempt from the requirements of Code Section 409A. This ruling reaffirms interim guidance … Continue Reading

Tax Reform Proposal Takes Aim at Executive Compensation

On February 26, 2014, U.S. Congressman Dave Camp released a comprehensive tax reform proposal that includes several provisions intended to limit or restrict executive compensation. Congressman Camp’s proposal includes the elimination of tax deductions for commission payments and qualified performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”); … Continue Reading

IRS Issues Final Regulations under Internal Revenue Code Section 83 Regarding Substantial Risk of Forfeiture Analysis

Companies that compensate their employees with annual or long-term awards of restricted property such as restricted stock grants should take note of the final regulations relating to property transferred in connection with the performance of services under Internal Revenue Code Section 83 issued by the Internal Revenue Service on February 25, 2014 (the “Final Regulations”).  These … Continue Reading

Proposed Legislation Threatens Executive Compensation Tax Deductions

In early August, U.S. Senators Jack Reed and Richard Blumenthal introduced the “Stop Subsidizing Multimillion Dollar Corporate Bonuses Act” (S. 1476) in the U.S. Senate. The proposed bill would significantly expand the scope of Section 162(m) of the Internal Revenue Code. Section 162(m) currently limits the deductibility of compensation paid in excess of $1 million … Continue Reading

NYSE and NASDAQ Compensation Committee Adviser Independence Rules Effective July 1, 2013

Publicly traded companies are reminded of the approaching deadline for compliance with certain of the SEC-approved final amendments of the NYSE and Nasdaq stock exchange listing rules governing compensation committee independence: By July 1, 2013, compensation committees must have the authority to retain and pay outside consultants, legal counsel and other advisers and the responsibility to … Continue Reading
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