Financial advisors for executives with complex compensation.
409A deferred comp, 10b5-1 plans, 280G parachute analysis, concentrated-stock diversification, executive offer evaluation — matched with advisors who specialize in C-suite comp.
Executive comp is its own legal and tax discipline
Section 409A. Section 280G. Section 16. SEC 10b5-1. These aren't planning optimizations — they're regulatory landmines where getting the election wrong can trigger 20% excise taxes plus immediate inclusion of deferred balances in income. Typical executive balance sheets carry $5-50M of restricted employer stock, a seven-figure NQDC account, and an upcoming change-of-control event. Generalist advisors don't have the reps.
- NQDC elections. Deferral amount, distribution schedule, 409A election timing. Get wrong and the entire balance becomes currently taxable plus 20% penalty.
- 10b5-1 plan design. Post-2023 SEC amendments, cooling-off periods, single-trade restrictions. Executives need plans; the design dimensions matter.
- Change-of-control / 280G. Golden parachute excise tax on payments exceeding 3× base. Mitigation via deferral, cutback provisions, and post-acquisition employment structures.
- Concentrated stock diversification. At $10M+ positions, optimal strategy differs from smaller positions — exchange funds, CRUTs, direct-indexing SMAs with tax-loss harvesting.
- Executive offer evaluation. Base + bonus + LTI grant types (RSUs vs options vs PSUs) + deferred comp + change-of-control clauses. The offer letter hides the real economics.
Tools & guides
NQDC Deferral & Distribution Calculator
Model how much to defer and when to take distributions — balancing current-year tax savings against retirement-year brackets and 409A constraints.
NQDC Distribution Schedule Calculator
Already have a deferred comp balance? Compare lump sum vs. 5-year vs. 10-year installments side-by-side — federal and state tax cost, after-tax proceeds, and how much installments save versus taking it all at once.
NQDC Strategy Guide: Elections, Triggers & 409A Rules
How to elect the right distribution triggers, avoid 409A violations, and integrate NQDC deferral with RSU vesting, 10b5-1 sales, and change-of-control planning.
Executive Compensation Planning: A Complete Guide
The full stack: NQDC, equity grants, 10b5-1, change-of-control, and exit planning.
Golden Parachutes and 280G: The Change-of-Control Tax Analysis
How 280G excise tax works, what triggers the "base amount × 3" threshold, and mitigation strategies.
10b5-1 Plans for Executives
SEC-compliant trading plan design, cooling-off periods, and the design dimensions that matter.
Diversifying Concentrated Executive Stock
Five strategies for $5M+ concentrated positions: gradual sell-down, exchange funds, direct indexing, CRUTs, collar hedges.
Executive Offer Comparator
Side-by-side analysis of two offers: base, bonus, equity vesting schedule, sign-on, and total value over 3 or 5 years. See how cliff vs. graded vesting changes the real economics.
RSU Tax Planning: The Withholding Gap
RSUs are withheld at 22% federal — your marginal rate may be 37% plus state. Model your shortfall and build a quarterly estimated tax strategy.
280G Parachute Tax Calculator
Model whether your change-of-control package triggers the §4999 excise tax and whether a 2.99× cutback leaves you with more money after all taxes.
10b5-1 Sell-Down Calculator
Build a quarterly or monthly sell schedule from your current position to a target concentration level — shares per window, after-tax proceeds, and concentration at each stage.
Non-Qualified Stock Options (NSOs): Tax Planning Guide
NSOs are taxed as ordinary income at exercise — up to 39%+ federal before state. How to time exercises, model the withholding gap, and coordinate with RSUs, NQDC, and concentrated stock.
Section 83(b) Election: Restricted Stock and Early Exercise
You have 30 days from your grant date to convert all future appreciation from ordinary income to capital gains — and to start the QSBS holding period clock. How the election works, the tax math, and when to file.
Phantom Stock & SARs: Tax Planning Guide
Phantom stock and SARs at private and PE-backed companies pay out as ordinary income — with a FICA timing trap at vesting that triggers employment taxes years before cash arrives. How the plans work, 409A rules, and planning strategies.
NQDC Creditor Risk: What Happens If Your Company Fails
NQDC balances are unsecured employer obligations — not ERISA-protected, not PBGC-insured. Rabbi trusts don't protect against insolvency. How to assess employer credit risk and reduce your exposure without violating 409A.
Executive Equity Compensation and State Income Tax
California and New York can tax your RSUs and stock options years after you relocate — based on where you performed the services during the vesting period. How the source income allocation formula works for each instrument, and how to plan around multi-state equity exposure.
Supplemental Executive Retirement Plans (SERPs)
SERPs are employer-funded retirement promises for select executives — distinct from NQDC, governed by 409A, with a FICA vesting trap and serious portability limitations. How SERPs are structured, the tax rules, and planning considerations for executives with a SERP benefit.
ESPP Tax Planning for Executives
Section 423 employee stock purchase plans look simple — buy stock at a 15% discount — but the qualifying vs. disqualifying disposition rules, the Form 3922 cost basis trap, and the interaction with your existing equity concentration create real planning decisions. How to get the tax treatment right.
Executive Cash Bonus Tax Planning
Annual incentive pay is ordinary income — withheld at 22% but taxed at 37%. For executives past the $184,500 Social Security wage base, the bonus has no SS exposure at all. Model your withholding gap, understand NQDC deferral election timing, and decide December vs. January payment strategy.
Executive Net Worth by Age: Are You on Track?
Career-stage benchmarks calibrated to how executive compensation actually accumulates — accounting for lumpy equity vesting, NQDC credit risk, concentrated employer stock you can't freely sell, and the SS bridge cost of retiring at 62–65. Standard 10× salary benchmarks give executives dangerously wrong answers.
Section 162(m): The $1M Executive Pay Deduction Cap
The IRC rule that limits a public company's tax deduction for executive compensation to $1 million per covered employee per year. Why it exists, who is permanently covered, what counts toward the cap, and how the 2025 OBBBA and 2027 ARP expansion change the rules — and your planning.
Exchange Funds for Concentrated Executive Stock
Contribute your $3M+ employer stock position to a diversified limited partnership — no capital gains tax at contribution under IRC §721. Instant diversification, 7-year lock-up, low basis carries over. How the structure works, the §737 seven-year rule, and whether it makes sense vs. a 10b5-1 sell-down or CRUT.
Long-Term Incentive Plans (LTIPs): Tax & Planning Guide
RSUs, PSUs, stock options, and phantom stock — the four LTIP instruments, how each is taxed, the 22% supplemental withholding gap, the ISO $100K annual limit and AMT trap, and how overlapping annual grants create income bunching that requires forward modeling.
How matching works
Get matched with an executive comp specialist
Tell us your role and primary concern. We'll match you with a fee-only advisor who has worked on dozens of NQDC, 10b5-1, and change-of-control situations. No fees, no obligation.
Executive Comp Advisors is a matching service. We connect you with vetted fee-only financial advisors in our network — we don't manage money or provide advice ourselves. Advisors in our network are fiduciaries who charge transparent fees (not product commissions), and we match you based on your specific situation.