Human Capital Advisory Services 

Quantifying Change-in-Control Payments under Proxy Disclosure Rules 
More completed and detailed disclosure of executive compensation programs under the SEC’s proxy disclosure rules requires that companies report the value of payments in the event of a Change-in-Control (CIC) to Named Executive Officers (NEOs).

With very few exceptions, such payments will be covered by the “golden parachute” rules under IRC Section 280G. 
This memo discuses some not-so-obvious aspects of calculating these values, including a look at how even a miniscule increase in a CIC payment may, under the highly complex and tax-driven calculations required, end up generating millions of dollars in additional