162(m) limits a company's deduction for executives (and other highly compensated employees) compensation to $1m per exec/employee. Or in other words, companies

162(m) limits a company's deduction for executives (and other highly compensated employees) compensation to $1m per exec/employee. Or in other words, companies aren't overspending on exec compensation for tax purposes. They're doing so because the board is not exercising proper financial control over the company.