Ellie Kehmeier, CPA – Inactive, MTx, Silicon Valley Managing Director

Ellie has over twenty years of experience consulting on almost every tax aspect of equity compensation. Ellie has extensive experience helping companies with a variety of tax issues associated with the tax provision treatment of equity compensation under ASC 718 [formerly FAS 123(R)], including tax accounting for options and other awards assumed in a merger or acquisition, underwater option exchanges, and overseas grants.  She also consults with companies on the significant changes that are required in tax accounting under the international standard, IFRS 2.  Ellie is a regular speaker and author on tax issues relating to equity compensation. Recent presentation/written topics include section 162(m), diluted EPS calculations, recharge agreements for multinational companies, final regulations dealing with ESPPs and ISOs, and tax accounting treatment for assumed awards in an acquisition. She especially enjoys talking to employee groups about the tax treatment of their stock options and other equity compensation awards. In addition, she has guest-lectured in the graduate tax program at San Jose State University and at University of California at Berkeley.

To help you further evaluate her abilities, the following is a list of recent projects/services Ellie has performed:

  1. Tax provision implications of ASC 718 (formerly FAS 123(R)):  This is where Ellie spent the bulk of her time between 2005, when FAS 123R first became effective, and recent years.  She continues to field numerous questions from companies regarding the many issues around tax accounting under FAS 123R/ASC 718, including companies that have never proven out their APIC Pool under 123(R), complexities relating to 162(m), qualified ESPPs, option repricings or exchanges, the impact of valuation allowances and “realization” of excess benefits, and the tax accounting impact of issuing options and other awards overseas.  In many cases, the company’s software system does not appropriately deal with these complexities and Ellie can consult on appropriate work-arounds.  In addition, Ellie has drafted tax department memos to explain their processes and underlying technical rationale for how they compute the provision impacts of equity compensation.
  2. General taxation of equity comp:  Ellie has helped many companies with numerous tax issues related to equity comp, including understanding the taxation of different types of awards, such as statutory options, non-statutory options, stock appreciation rights, restricted stock awards and restricted stock units; as well as the impact of section 83(b) elections, how to apply the ISO $100K limitation,  and various reporting and withholding matters.
  3. 162(m) These projects have involved helping companies understand the rules, including recent changes to the tax regulations, and to identify what they need to do to comply with the performance-based exception under 162(m), including training for tax, legal, and HR personnel.  Deliverables have included memos, powerpoint presentations for the BOD, and a checklist to be used annually to determine compliance, based on a company’s specific plans and fact pattern.
  4. Training for employees:  These projects involved providing training to companies’ tax and finance/HR professionals on the taxation, reporting, and withholding of various equity awards, as well as the tax provision implications.  Additionally, Ellie has provided training to employees where companies have moved from one form of equity award to another, for example from options to RSUs.  Ellie is known for her ability to take complex subjects and make them understandable to employees and non-experts in the field.
  5. M&A:  These projects have involved helping public companies understand the tax and tax accounting implications of cashing out, or assuming and/or substituting target company equity awards, under both the old FAS 141 and the new FAS 141R/ASC 805, which is very different from a tax accounting perspective.  Tax issues have involved the affect of accelerating or cashing out ISOs, the timing of the corporate deduction, and the impact of an escrow holdback.

Recent Engagements

Prior to joining Steele Consulting LLC, Ellie started her own consulting firm and prior to that was a tax director at Deloitte Tax LLP, where she was recognized as a subject matter specialist in the tax aspects of equity compensation.


Ellie earned her Bachelor’s degree from U.C. Berkeley in Business Administration with concentrations in Finance and Accounting, and her Masters degree in Taxation from Golden Gate University.