Mastering New IRC 457(f) Plan Guidance for ERISA Counsel: Structuring Deferred Comp Plans for Nonprofit Entities

Leveraging New IRS Guidance to Revive 457(f) Plans for Key Exempt Org Employees

Recording of a 90-minute CLE webinar with Q&A

Conducted on Wednesday, April 5, 2017

Recorded event now available

or call 1-800-926-7926
Program Materials

This CLE webinar will provide employee benefits and ERISA counsel with a thorough and practical guide to the new IRS guidance on deferred compensation for nonprofit and exempt organization executives and employees. The panel will discuss critical structuring changes to Section 457(f) and define the additional opportunities and challenges for exempt organization directors and professionals to consider in structuring deferred compensation plans.


In July 2016, the IRS released long-awaited guidance on deferred compensation for exempt organization employees. The proposed regulations under Section 457(f) provide both clarity and planning opportunities for nonprofit entities in structuring deferred compensation plans for executives, while offering some deviation from Section 409A rules on recognition events.

The proposed regulations update and supersede the prior guidance in key areas related to determining when a substantial risk of forfeiture (SRF) occurs that would require an employee with a deferred compensation plan to recognize income. The new rules decouple 457(f) SRF events from stricter Section 409A provisions and provide for a “rolling risk of forfeiture,” which allows employees to add or extend the deferral period for SRF purposes.

Additional components of the new regulations include more lenient standards than those found in Section 409A for determining whether a noncompete covenant represents a lapse in SRF requiring income recognition, as well as permitting short-term deferrals in some circumstances. These new rules provide exempt organization employers with a flexibility in structuring deferred compensation plans that is not available for their for-profit counterparts.

Listen as our experienced panel provides a critical first look at the new Section 457(f) regulations and offers practical guidance on leveraging the opportunities found in the latest IRS guidance to structure executive compensation plans for exempt organizations.



  1. Previous 457(f) guidance
  2. New guidance deviation from Section 409A treatment
    1. Noncompete covenants
    2. “Rolling risk of forfeiture”
    3. Benefit exchanges
    4. Deferral of base salary
  3. Evaluating existing plan documents to determine conformance to new regulations
  4. Structuring bona fide severance plans


The panel will review these and other key issues:

  • How do the new regs interpret participation in a noncompete covenant in terms of whether an SRF exists?
  • How do the new regulations differ from Section 409A rules on “rolling risk of forfeiture?”
  • What provisions do the new regs make for short-term deferrals on existing plans?
  • How do the new regulations allow for deferral of current base salary and under what circumstances?
  • Evaluating whether a plan falls under both 409A and 457(f)


Oringer, Andrew
Andrew L. Oringer


Mr. Oringer is co-chair of his firm's ERISA and Executive Compensation group, and leads the firm’s...  |  Read More

Smith, Stefan
Stefan P. Smith

Locke Lord

Mr. Smith has extensive experience in employee benefits and executive compensation law. He works with both public and...  |  Read More

Fosse, J. Marc
J. Marc Fosse

Trucker Huss

Mr. Fosse focuses on all the tax, securities, corporate and accounting issues related to executive and equity...  |  Read More

Kroh, Jeffrey
Jeffrey W. Kroh

Groom Law Group

Mr. Kroh works with the firm's Executive Compensation and Plan Design and Taxation practice groups. His practice...  |  Read More

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