PolicyBrief
S. 2818
119th CongressSep 16th 2025
Tax Excessive CEO Pay Act of 2025
IN COMMITTEE

This bill imposes an increased corporate tax rate on companies whose CEO-to-average-worker pay ratio exceeds 50 to 1, calculated using a five-year average.

Bernard "Bernie" Sanders
I

Bernard "Bernie" Sanders

Senator

VT

LEGISLATION

New Corporate Tax Kicks In After 50:1 Pay Ratio: Targeting Excessive CEO Compensation Post-2025

The aptly named Tax Excessive CEO Pay Act of 2025 is pretty straightforward: it aims to hit large corporations where it hurts—their tax bill—if the gap between the top executive’s pay and the average worker’s pay gets too wide. Starting with tax years after December 31, 2025, any corporation where the highest-paid employee makes more than 50 times what the average employee makes will see their standard 21% corporate tax rate increase. This isn’t a flat fee; it’s a tiered penalty that gets steeper the higher that pay ratio climbs, creating a clear financial disincentive for extreme pay disparity.

The 50:1 Line in the Sand

This bill uses the existing SEC definition of the pay ratio, but with a critical twist: instead of using just one year of data, companies must calculate the ratio based on the annualized average compensation over the preceding five years. This five-year lookback is important because it prevents companies from gaming the system with one-time bonuses or temporary staffing changes to duck the penalty. For example, if a CEO had a massive payout in 2026 but the company wants to avoid the tax in 2027, that 2026 number will still be averaged in for five years, keeping the pressure on. The law also makes sure that if the Chief Executive Officer isn't actually the highest-paid person (maybe the Chief Technology Officer or a star salesperson is), the ratio is calculated using whoever has the biggest paycheck.

New Rules for the Big Private Players

Until now, only publicly traded companies subject to SEC rules had to worry about calculating and reporting this pay ratio. This bill changes that for large private companies, too. If a private company has average annual gross receipts of $100 million or more over the three years before the current tax year, they are now required to calculate this pay ratio. This is a significant regulatory change because it extends transparency requirements—and the potential tax penalty—to massive, privately held firms that often fly under the radar. If you work for a large, private tech startup or a major family-owned manufacturer, your company might soon be subject to these new rules.

The Compliance Catch-22

While the goal is to curb excessive pay, the implementation could get tricky. The Treasury Secretary is specifically tasked with writing regulations to prevent companies from manipulating their workforce composition just to avoid the penalty. Think about it: a company might try to outsource lower-wage jobs or redefine who counts as an “average employee” to artificially boost that denominator and lower the ratio. The Treasury Department will have to draw some very clear lines here, and how they define these rules will determine if the bill actually closes the pay gap or just changes how companies structure their payrolls. For regular employees, this could mean changes in how their roles are classified or whether certain jobs are kept in-house.

The Real-World Trade-Offs

Who benefits? Theoretically, this bill benefits average workers by creating a financial incentive for companies to either raise median pay or lower executive pay. It also benefits the U.S. Treasury, which will collect additional tax revenue from penalized corporations. Who bears the cost? Clearly, companies with high pay ratios will pay more in taxes, and large private firms will face new compliance costs. If you’re a high-level executive, your future compensation structure might look very different, shifting away from massive annual payouts to keep the five-year average below that 50:1 threshold. This legislation is a clear signal that lawmakers are paying close attention to the growing disparity in corporate compensation and are willing to use the tax code to push for change.