COMPENSATION (NOVEMBER 2020)
a. Reporting of first-tier subawards.
(1) Applicability. Unless you are exempt as provided in paragraph d. of this
award term, you must report each action that equals or exceeds $30,000
in Federal funds for a subaward to a non-Federal entity or Federal agency
(see definitions in paragraph e. of this award term).
(2) Where and when to report.
(i) The non-Federal entity or Federal agency must report each
obligating action described in paragraph a.(1) of this award term to
www.fsrs.gov.
(ii) For subaward information, report no later than the end of the month
following the month in which the obligation was made. (For
example, if the obligation was made on November 7, 2010, the
obligation must be reported by no later than December 31, 2010.)
(3) What to report. You must report the information about each obligating
action that the submission instructions posted at www.fsrs.gov specify.
b. Reporting total compensation of recipient executives for non-Federal
entities.
(1) Applicability and what to report. You must report total compensation for
each of your five most highly compensated executives for the preceding
completed fiscal year, if –
33
Text highlighted in yellow indicates that the material is new or substantively revised.
(i) The total Federal funding authorized to date under this Federal
award equals or exceeds $30,000 as defined in 2 CFR 170.320;
(ii) In the preceding fiscal year, you received—
(A) 80 percent or more of your annual gross revenues from
Federal procurement contracts (and subcontracts) and
Federal financial assistance subject to the Transparency Act,
as defined at 2 CFR 170.320 (and subawards);
and
(B) $25,000,000 or more in annual gross revenues from Federal
procurement contracts (and subcontracts) and Federal
financial assistance subject to the Transparency Act, as
defined at 2 CFR 170.320 (and subawards); and
(iii) The public does not have access to information about the
compensation of the executives through periodic reports filed under
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue
Code of 1986. (To determine if the public has access to the
compensation information, see the U.S. Security and Exchange
Commission total compensation filings at
www.sec.gov/answers/execomp.htm.)
(2) Where and when to report. You must report executive total compensation
described in paragraph b.(1) of this award term:
(i) As part of your registration profile at www.sam.gov.
(ii) By the end of the month following the month in which this award is
made, and annually thereafter.
c. Reporting of Total Compensation of Subrecipient Executives.
(1) Applicability and what to report. Unless you are exempt, as provided in
paragraph d. of this award term, for each first-tier non-Federal entity
subrecipient under this award, you must report the names and total
compensation of each of the subrecipient’s five most highly compensated
executives for the subrecipient’s preceding completed fiscal year, if –
(i) In the subrecipient's preceding fiscal year, the subrecipient
received—
(A) 80 percent or more of its annual gross revenues from
Federal procurement contracts (and subcontracts) and
34
Text highlighted in yellow indicates that the material is new or substantively revised.
Federal financial assistance subject to the Transparency Act,
as defined at 2 CFR 170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal
procurement contracts (and subcontracts), and Federal
financial assistance subject to the Transparency Act (and
subawards); and
(ii) The public does not have access to information about the
compensation of the executives through periodic reports filed under
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue
Code of 1986. (To determine if the public has access to the
compensation information, see the U.S. Security and Exchange
Commission total compensation filings at
www.sec.gov/answers/execomp.htm.)
(2) Where and when to report. You must report subrecipient executive total
compensation described in paragraph c.(1) of this award term:
(i) To the recipient.
(ii) By the end of the month following the month during which you
make the subaward. For example, if a subaward is obligated on any
date during the month of October of a given year (for example,
between October 1 and 31), you must report any required
compensation information of the subrecipient by November 30 of
that year.
d. Exemptions.
If, in the previous tax year, you had gross income, from all sources, under $300,000,
you are exempt from the requirements to report:
(1) Subawards, and
(2) The total compensation of the five most highly compensated executives of
any subrecipient.
e. Definitions.
For purposes of this award term:
(1) Federal Agency means a Federal agency as defined at 5 U.S.C. 551(1)
and further clarified by 5 U.S.C. 552(f).
35
Text highlighted in yellow indicates that the material is new or substantively revised.
(2) Non-Federal entity means all of the following, as defined in 2 CFR 25:
(i) A governmental organization, which is a State, local government, or
Indian tribe;
(ii) A foreign public entity;
(iii) A domestic or foreign nonprofit organization; and
(iv) A domestic or foreign for-profit organization.
(3) Executive means officers, managing partners, or any other employees in
management positions.
(4) Subaward:
(i) This term means a legal instrument to provide support for the
performance of any portion of the substantive project or program for
which you received this award and that you as the recipient award
to an eligible subrecipient.
(ii) The term does not include your procurement of property and
services needed to carry out the project or program (for further
explanation, see 2 CFR 200.331).
(iii) A subaward may be provided through any legal agreement,
including an agreement that you or a subrecipient considers a
contract.
(5) Subrecipient means a non-Federal entity or Federal agency that:
(i) Receives a subaward from you (the recipient) under this award;
and
(ii) Is accountable to you for the use of the Federal funds provided by
the subaward.
(6) Total compensation means the cash and noncash dollar value earned by
the executive during the recipient’s or subrecipient’s preceding fiscal year
and includes the following (for more information see 17 CFR
229.402(c)(2)):
(i) Salary and bonus.
36
Text highlighted in yellow indicates that the material is new or substantively revised.
(ii) Awards of stock, stock options, and stock appreciation rights. Use
the dollar amount recognized for financial statement reporting
purposes with respect to the fiscal year in accordance with the
Statement of Financial Accounting Standards No. 123 (Revised
2004) (FAS 123R), Shared Based Payments.
(iii) Earnings for services under nonequity incentive plans.
This does
not include group life, health, hospitalization or medical
reimbursement plans that do not discriminate in favor of executives,
and are available generally to all salaried employees.
(iv) Change in pension value. This is the change in present value of
defined benefit and actuarial pension plans.
(v) Above-market earnings on deferred compensation which is not
tax-qualified.
(vi) Other compensation, if the aggregate value of all such other
compensation (for example, severance, termination payments,
value of life insurance paid on behalf of the employ
