Amends section 162(m) of the Internal Revenue Code by (a) replacing various existing terms in specified paragraphs with the terms 'applicable remuneration', 'covered individual', and 'individual'; (b) replacing paragraph (3) with a new definition of 'covered individual'; (c) modifying the definition of 'publicly held corporation' in paragraph (2) by striking and replacing subparagraph (B) to include entities required to file reports under section 15(d) of the Securities Exchange Act of 1934 during the 3-taxable-year period ending with the taxable year; (d) adding a new paragraph (7) authorizing the Secretary to prescribe guidance, rules, or regulations (including reporting rules and rules to prevent avoidance through pass-throughs or other entities); (e) striking subparagraph (H) of paragraph (6); and (f) making conforming heading amendments.