Division IV · Executive and Equity Compensation
Part 19. Equity and Incentive Compensation
This Part covers ISOs/NSOs (§§421–424), §423 ESPPs, §83 and restricted stock, §83(b) elections (Form 15620), §83(i), RSUs, SARs, phantom equity, LLC/partnership profits interests and LLC award design, FICA timing (§3121(v)(2) special timing and non-duplication), equity withholding/deduction/reporting mechanics, the securities overlay (Rule 701, Form S-8, Section 16/Rule 16b-3), and the §4960 excise on tax-exempt employers (including the post-OBBBA all-employee covered-employee rule).
Chapters
Chapter 1. Statutory and Nonstatutory Options, §83, and ESPPs
This chapter covers the §83 property-transfer baseline (including §83(b) elections and the Form 15620 electronic-filing option), nonstatutory options (NSOs), incentive stock options (ISOs) under §§421–424, and §423 employee stock purchase plans (ESPPs).
Law stated as of October 3, 2026
Chapter 2. Full-Value Awards, LLC and Partnership Equity, and FICA Timing
This chapter covers restricted stock, RSUs, SARs and phantom equity, LLC/partnership profits interests, and the FICA timing rules (including §3121(v)(2)) that run across all of them, plus the withholding/deduction/reporting mechanics.
Law stated as of October 3, 2026
Chapter 3. Equity Compensation Overlays: Securities Law and §4960
This chapter covers the two cross-cutting overlays on equity and incentive compensation: the federal securities framework (Rule 701 for private companies, Form S-8 for reporting companies, Section 16 for insiders, and the resale rules) and the §4960 excise tax on tax-exempt employers' compensation — including the OBBBA covered-employee expansion effective for post-2025 taxable years and Notice 2026-36's interim guidance, the live currency item.
Law stated as of October 3, 2026
Chapter 4. Public Company Executive Compensation Disclosure and Clawbacks
This chapter covers the disclosure and shareholder-vote layer on top of a public company's executive compensation program: Item 402 of Regulation S-K (the CD&A, the compensation tables, pay ratio, and the golden parachute table), pay versus performance under Item 402(v), the Dodd-Frank §954 / Exchange Act §10D / Rule 10D-1 clawback listing standards with their Item 402(w) and Exhibit 97 filing mechanics, and say-on-pay under Exchange Act §14A.
Law stated as of October 3, 2026
Also in this Part
- Issues to watchSubscribers
- Authorities cited in this PartSubscribers