Update | The story has been revised to remove phrasing suggesting that restricted stock grants are not tax deductible unless they have a "no-upside" feature. That is not always the case. Tim Cook got almost $400 million of restricted stock when he was named Apple chief executive in 2011, succeeding Steve Jobs. Regardless
Companies are increasingly using pay-for-performance to get around a $1 million federal limit on tax deductions for executive compensation.