H.R. 3140 – Stop Subsidizing Multimillion Dollar Corporate Bonuses Act

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Updated November 24, 2025 at 12:51 AM UTC

The Stop Subsidizing Multimillion Dollar Corporate Bonuses Act amends the Internal Revenue Code to broaden the situations in which a corporation cannot deduct large executive bonuses. It expands the definition of who is covered to include top executives and other key individuals whose pay is disclosed to shareholders, and it widens the scope of publicly held corporations subject to the rule. The Treasury can issue regulations to enforce the changes, which take effect for tax years starting after 2024.

Key Provisions

Changes the tax code language so the deduction denial applies to “applicable remuneration” and “covered individuals” rather than just employees.
Defines a “covered individual” to include anyone who provides services for a company after 2020, as well as principal executive or financial officers (or similar) who were among the three highest‑paid officers in a year after 2016 and whose compensation had to be reported to shareholders.
Expands the definition of a publicly held corporation to include any company that filed certain SEC reports during the three‑year period ending with the taxable year.
Gives the Treasury Secretary authority to issue rules and guidance on reporting and to prevent companies from avoiding the rule by routing compensation through pass‑through entities.
Makes the changes effective for taxable years beginning after December 31 2024.

Legislative Activity

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1 earlier action

HouseIntro Referral Latest Action

Referred to the House Committee on Ways and Means.

Ways and Means Committee

May 1, 2025

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HouseIntro Referral

Introduced in House

May 1, 2025

HouseIntro Referral

Referred to the House Committee on Ways and Means.

Ways and Means Committee

May 1, 2025

Bill Text

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Introduced in HouseIssued May 1, 2025

I

119th CONGRESS

1st Session

H. R. 3140

IN THE HOUSE OF REPRESENTATIVES

May 1, 2025

Mr. Doggett (for himself, Mr. Casar, Ms. Chu, Mr. Cohen, Ms. DeLauro, Mr. Deluzio, Mr. Espaillat, Mr. Garamendi, Mr. García of Illinois, Mr. Johnson of Georgia, Ms. Lee of Pennsylvania, Mr. Magaziner, Ms. Moore of Wisconsin, Ms. Norton, Mr. Raskin, Ms. Salinas, Ms. Schakowsky, Ms. Stansbury, Mr. Takano, Ms. Tlaib, Ms. Tokuda, and Mrs. Watson Coleman) introduced the following bill; which was referred to the Committee on Ways and Means

A BILL

To amend the Internal Revenue Code of 1986 to expand the denial of deduction for certain excessive employee remuneration, and for other purposes.

1.

Short title

This Act may be cited as the Stop Subsidizing Multimillion Dollar Corporate Bonuses Act.

2.

Expansion of denial of deduction for certain excessive employee remuneration

(a)

In general

(1)

Expansion

Section 162(m) of the Internal Revenue Code of 1986 is amended—

(A)

by striking applicable employee remuneration each place it appears in paragraphs (1), (4), and (5)(E) and inserting applicable remuneration,

(B)

by striking covered employee each place it appears in paragraphs (1) and (4) and inserting covered individual, and

(C)

by striking employee each place it appears in paragraph (1) and subparagraphs (A), (C)(ii), and (E) of paragraph (4) and inserting individual.

(2)

Covered individual

Paragraph (3) of section 162(m) of such Code is amended to read as follows:

(3)

Covered individual

For purposes of this subsection, the term covered individual means—

(A)

any individual who performs services (directly or indirectly) for the taxpayer (or any predecessor) for any taxable year beginning after December 31, 2020, or

(B)

any employee—

(i)

who was the principal executive officer or principal financial officer of the taxpayer (or any predecessor) at any time during any preceding taxable year beginning after December 31, 2016, and before January 1, 2021, or who was an individual acting in such a capacity, or

(ii)

the total compensation of whom for any taxable year described in clause (i) was required to be reported to shareholders under the Securities Exchange Act of 1934 by reason of such individual being among the 3 highest compensated officers for the taxable year (other than any individual described in clause (i)).

Such term shall include any employee who would be described in subparagraph (B)(ii) if the reporting described in such subparagraph were required as so described.

.

(3)

Conforming amendments

(A)

The heading for section 162(m) of the Internal Revenue Code of 1986 is amended by striking employee.

(B)

The heading for section 162(m)(4) is amended by striking employee.

(b)

Modification of definition of publicly held corporation

Section 162(m)(2) of the Internal Revenue Code of 1986 is amended—

(1)

by inserting , with respect to any taxable year, after means, and

(2)

by striking subparagraph (B) and inserting the following:

(B)

that was required to file reports under section 15(d) of such Act (15 U.S.C. 78o(d)) at any time during the 3-taxable year period ending with such taxable year.

.

(c)

Regulatory authority

(1)

In general

Section 162(m) of the Internal Revenue Code of 1986 is amended by adding at the end the following new paragraph:

(7)

Regulations

The Secretary may prescribe such guidance, rules, or regulations as are necessary to carry out the purposes of this subsection, including regulations—

(A)

with respect to reporting, and

(B)

to prevent avoidance of the purposes of this section by providing compensation through a pass-through or other entity.

.

(2)

Conforming amendment

Paragraph (6) of section 162(m) of such Code is amended by striking subparagraph (H).

(d)

Effective date

The amendments made by this section shall apply to taxable years beginning after December 31, 2024.