On January 14, 2025, the Internal Revenue Service (“IRS”) published proposed regulations (the “Proposed Regulations”) under Section 162(m) of the Internal Revenue Code (“Code”), which generally limits publicly held companies to a $1 million annual tax deduction for compensation paid to “covered employees” in a taxable year. The Proposed Regulations implement amendments made to Code Section 162(m) by the American Rescue Plan Act of 2021 (the “ARPA”) to expand the definition of “covered employee” to…