CPA Voice - July/August 2023

Page 12

What’s next for solving the talent crisis?

Share your story and support the future of the profession

Non-GAAP financial measures and key performance indicators

JULY | AUGUST 2023

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CPA Voice is the official magazine of The Ohio Society of Certified Public Accountants. CPA Voice’s purpose is to serve as the primary news and information vehicle for the nearly 21,000 Ohio CPA members and professional affiliates. Articles are reviewed for technical accuracy. However, the materials and information contained within CPA Voice are offered as information only and not as practice, financial, accounting, legal or other professional advice. While we strive to present accurate and reliable information, The Ohio Society of CPAs makes no warranties regarding the accuracy of the information provided herein. Readers are strongly encouraged to conduct appropriate research to determine the accuracy of the information provided and to consult with an appropriate, competent professional adviser before acting on the information contained in this publication. The statements of fact, thoughts, advice and opinions expressed in CPA Voice are those of the authors alone and do not represent or imply the positions, opinions, nor endorsement of The Ohio Society of CPAs or of its publisher, editors, Board of Directors, or members. It is our policy not to knowingly accept advertising that discriminates on the basis of race, religion, gender, age or origin. The Ohio Society of CPAs reserves the right to reject paid advertising in its sole discretion. We do not necessarily endorse the resources, services or products unrelated to The Ohio Society of CPAs that may appear or be referenced within CPA Voice and make no representation or warranties about those products or services or the accuracy and claims regarding those products and services. Advertisers and their agencies assume liability for all advertisement content and responsibility for all claims resulting from such advertisements made against The Ohio Society of CPAs. The Ohio Society of CPAs does not guarantee delivery dates for CPA Voice and disclaims all warranties, express or implied, and assumes no responsibility whatsoever for damages incurred as a result of delivery delays.

CPA Voice (ISSN 0749-8284) is published six times per year by The Ohio Society of CPAs, 4249 Easton Way, Suite 150, Columbus OH 43219, 614.764.2727. Subscription price for non-members: $39.95.

Copyright © 2023 by The Ohio Society of CPAs; all rights reserved. No part of the contents of CPA Voice may be reproduced by any means or in any form, or incorporated into any information retrieval system without the written consent of CPA Voice Permission requests may be sent to the editor at the address above. While care will be given to all materials submitted for publication, we do not accept responsibility for unsolicited manuscripts, and they will not be returned unless accompanied by a self-addressed postage prepaid envelope. Periodicals postage paid at Columbus, OH and at additional mailing offices. POSTMASTER: Send address changes to: CPA Voice The Ohio Society of CPAs, 4249 Easton Way, Suite 150, Columbus OH 43219.

JULY | AUGUST 2023 | 1 CONTENTS in depth feature 2 CEO letter 3 Self-assessment exam Free for members! 4 Ohio biennial budget bill enacted after Gov. DeWine issues 44 line-item vetoes The Ohio House and the Ohio Senate adopted their agreed-upon conference committee changes to House Bill 33, Ohio’s biennial budget legislation for fiscal years 2024-2025. 6 3 steps for taking your leadership to the next level Seeking feedback, self-reflection and more can sharpen your leadership skills. 8 Equity is not equality Understand the difference between equity and equality when working with others. 10 Non-GAAP financial measures and key performance indicators Business transformations offer important information on the activities of an organization that may not be conveyed through traditional GAAP measures. 18 Share your story and support the future of the profession Sharing your triumphs and struggles with future CPAs is essential to help grow the pipeline. 24 Section 174 – What is the impact and how can it be mitigated? IRC §174 addresses the treatment of expenses incurred in research and experimentation activities or what many of us describe as research and development. 30 Members in motion 14 What's next for solving the talent crisis? A look into the many factors that will make a difference when solving the accounting profession's talent crisis. VOLUME 15 | ISSUE 4

A WORD from our CEO

Take time to reset

For many, summer is a time of relaxation, or at least an opportunity to slowdown. But it doesn’t necessarily feel that way for busy accounting professionals, especially when there’s always another deadline looming. It can be hard to pull yourself away from the office, but it is essential to your overall health and wellness.

Running on fumes and without an extended break from work stress eventually leads to burnout, and I urge you, if you haven’t already, to consider taking a “reset” in whatever form that might be. For some people that means relaxing at home for a few days, while others might prefer to hop on a plane to visit somewhere new for a change of scenery. Regardless of what you choose, remember to separate yourself from work, put your phone down, close your laptop and give your mind a break.

In July the OSCPA offices closed for a week, from Monday, July 3 to Friday, July 7. I was happy to give our staff this time to relax and refresh. When we care for our most important asset — our people — transformation and innovation happen. I’m happy to report our staff came back energized and ready to advance the state of business in Ohio with you, our valued members.

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In a time where it’s all too easy to focus on external factors that could spell success or disaster for your clients or business, remember that taking a break is just as essential to your long-term success. You might find you need it more than you realized.

And when you come back refreshed, we’ll be ready for you. This fall we have our top-notch Ohio Accounting Shows in September and October and an exciting opportunity to learn in person at CORECon—Core Skills Conference on Sep. 22 in Cleveland. You can register for these opportunities and many more at my.ohiocpa.com

What did you do for your “reset”? Reach out to me through my contact information to share. Take care.

Self-Assessment Exam

JULY | AUGUST 2023

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Respondents taking the exam online receive their results immediately. Respondents who pass with a grade of 70% or better receive one hour of CPE credit in specialized knowledge, as approved by the Accountancy Board of Ohio.

JULY | AUGUST 2023 | 3
SCOTT D. WILEY President and
swiley@ohiocpa.com | 614.321.2218 (o ce) | 614.546.9430 (cell) Twitter: @ScottDWiley | LinkedIn: www.linkedin.com/in/scottwileycae
CEO

ADVOCACY in focus

Ohio biennial budget bill enacted after Gov. DeWine issues 44 line-item vetoes

On June 30, the Ohio House by a bipartisan vote of 67-30 and the Ohio Senate on a party-line vote of 25-6 adopted their agreed-upon conference committee changes to House Bill 33, Ohio’s biennial budget legislation for fiscal years 2024-2025. Gov. DeWine then signed H.B. 33 into law early in the morning on the 4th of July after issuing 44 line-item vetoes.

To address Ohio’s broader workforce challenges, significant funding was included to support workforce education and training, affordable housing to address shortages, income-based childcare support, greater broadband support, economic development resources to create shovel-ready sites, and more.

Numerous tax changes outlined below of note to Ohio CPAs have now been enacted, including:

Personal Income Tax (TAXCD68): Phases in a two-year income tax reduction taking Ohio from four brackets to just two – the marginal rates will be 2.75% for incomes over $26,050 and 3.5% for incomes over $100,000. Ohioans making $26,050 or less would pay no income taxes.

Commercial Activity Tax (TAXCD81): Exempts from CAT all taxable gross receipts of $3 million or less (for tax periods beginning in 2024), and then exempts taxable gross receipts of $6 million or less (for tax periods beginning in 2025). Amounts above that will remain at the

existing 0.26% rate. This is the first major change to the CAT since its 2005 inception.

The new exemption applies to all businesses and is a substantial increase to the current exemption for taxable gross receipts ($150,000 or less), which has remained unchanged for the past 18 years. After the two-year phase-in, nearly 90% of all Ohio-based businesses will no longer pay CAT (roughly 145,000 of the current 163,000 CAT payers). Businesses with taxable gross receipts exceeding the exemption amount will pay the current CAT rate of 0.26% only on the excess.

Included in the vetoes was one impacting the CAT as the Governor struck the inflationary adjustment to those thresholds and he also vetoed the provision enabling businesses with over $150,000 but less than $6 million in annual gross receipts to avoid filing annual zero-dollar returns. This means that while a wide majority of taxpayers will not owe CAT, those taxpayers having more than $150K of gross receipts must still file quarterly tax returns.

OSCPA is awaiting guidance from the Ohio Department of Taxation to see if they offer any administrative relief from that requirement. OSCPA also will be discussing this zero-dollar filing requirement with legislators who voted to adopt the provision to further explore filing relief for taxpayers who will not owe any tax.

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Other OSCPA tax policy priorities that were passed in the final bill include:

Resident Tax Credit for SALT Cap Deduction from Other States (TAXCD92): Permits Ohioans who are currently subject to double taxation to get back to a status quo position. Senate Bill 246 (134th GA) authorized passthrough entity (PTE) owners to “elect” to file a new form IT 4738 and be subject to a new entity-level tax in response to the federal $10,000 SALT deduction cap limit placed on individuals, but Ohio was one of the only states that authorized a PTE tax, but did not allow a credit for taxes paid to another state. This change authorizes an Ohioan to use our resident credit (in existence since at least 1991) for PTE taxes paid to other states while requiring an add-back of taxes deducted from that individual’s federal adjusted gross income. These provisions are effective for taxable years ending on or after Jan. 1, 2023, but taxpayers are allowed to apply, at their option, the provisions to taxable years ending on or after Jan. 1, 2022, with an amended or original return.

Municipal Notices and Late Filing Fees (TAXCD61 and 62): Limits late fees and penalties that may be imposed on a taxpayer for failing to timely file municipal income tax returns by (1) limiting the late filing penalty to $25 vs.

the current $150 cap; (2) requiring any late filing penalty assessed on a taxpayer’s first late filing to be refunded or abated once the taxpayer files the overdue return; and (3) extending the due date for filing municipal net profits tax returns from Oct. 15 to Nov. 15. These new laws apply to taxable years ending on or after Jan. 1, 2023.

Minors Exempt from Owing Municipal Income Tax (TAXCD58): Exempts the income from individuals under the age of 18 from Ohio municipal income tax, for taxable years beginning on or after Jan. 1, 2024.

Municipal Net Profits Tax Safe Harbor (TAXCD84): Effective for tax years ending after 2023, allows businesses with remote/hybrid employees or owners to elect to use a modified apportionment formula to limit compliance costs when an employee or owner works at a remote work location. The business may elect to apportion any property, payroll, or sales (gross receipts) attributable to that employee or owner to a designated location owned or controlled either by the business or one of its customers. This optional change allows situsing the municipal net profits tax to the remote/hybrid worker’s reporting location at the employer’s place of business. This only applies to the net profits tax and does not impact the withholding tax.

JULY | AUGUST 2023 | 5 C-Corp and S-Corp contributions prohibited. PAC investments are not tax deductible per Ohio law. Want a voice at the Ohio Statehouse? Help us protect your interests by investing in Ohio CPA/PAC. Every donation—no matter the size—allows us to amplify your voice at the Statehouse and impact the issues that matter most. Your PAC investment helps:
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Elect state legislators who share your professional interests Let’s make our voice even louder this year! To donate, visit or call 614.764.2727 ohiocpa.com/PAC

CAREER center

3

steps for taking your leadership to the next level

How am I doing as a leader today? What’ll it take for me to get better? How will I make it happen? These are the questions every leader should regularly ask themselves on their journey to continuous improvement. Answering these questions can help you successfully create a structured development plan to take your leadership skills to the next level.

1. Assess your leadership where it stands today

Before you can get better, you’ll need a clear assessment of how you’re doing as a leader now. There are two parts to this evaluation: self-reflection and seeking feedback from others.

Self-reflection: If you feel like you’re often gasping for air as you get swept up in the whirlwind of today’s fast-paced, ever-changing marketplace, you’re not alone. It’s hard for leaders to slow down and reflect on their leadership. But it’s a crucial step if you’re serious about taking your leadership to the next level. Here’s what to do to take a pause:

• Schedule an appointment with yourself—away from your office—to reflect on the current state of your leadership journey.

• Review your recent successes and failures, noting important lessons that’ll help you lead better in the future.

• Create a mental movie of critical leadership moments and how you performed in them. Explore what went well and how you made a positive impact. Celebrate those moments. Then, identify what didn’t go well and what caused the breakdown.

• Determine what you need to change in your approach to make you a more effective leader.

Seek feedback from others: Conduct a 360-degree survey to seek feedback from others. Find an online survey that includes a self-assessment to compare how you rate yourself with the ratings of others. It’s best to keep these surveys anonymous with your work relationship being the only identifier (i.e., boss, peer, or direct report).

I’ve used RightPath’s 360° Leadership Assessment Tool, which groups feedback by leadership competencies (e.g., delivering results, building relationships, developing others, and emotional intelligence).

Admittedly, the anonymous nature of this feedback can be both a blessing and a curse. The blessing is the ability for your colleagues to share their experiences without fear of judgment or reprisal. But that’s a curse, too. Without clear direction, a 360-degree survey can be used as a tool for retaliation or other punitive motivation. To avoid this, the survey administrator (typically an HR professional or external coach) should emphasize that it’s for development purposes, not disciplinary.

Notably, you don’t need to wait for a structured 360-degree exercise to obtain feedback. You can use the two questions above at any time, with any person willing to share their experiences with your leadership.

2. Create a game plan for improvement

Now that you have your self-reflection notes and the feedback from others in hand, you’ll be ready to start step two: creating a game plan to develop your strengths and address any gaps that hinder your effectiveness as a leader.

To get started on this step, focus your plan on leadership skills that require further development for you to be more effective, such as communication, delegation, and coaching. You should also include habits that’ll elevate the value you contribute to your organization, such as strategic thinking, team building, and meeting one-on-one with direct reports. Additionally, I suggest making your game plan more actionable by using the SMART acronym: specific, measurable, attainable, relevant, and time-bound.

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3. Obtain ongoing support

The final step in your leadership development plan involves sharing your goals with those who provided feedback and, perhaps, trusted colleagues and mentors. Continue to build an ongoing feedback loop with them to monitor progress as you strive to better yourself as a leader.

Once you’ve obtained feedback and created your game plan, Marshall Goldsmith, a widely regarded executive coach, recommends sharing your intentions for improvement with these stakeholders and then following up with them regularly to measure progress in each growth area. Goldsmith suggests asking questions like “Based on my behavior last month, what ideas do you have for me next month?” Focusing on future behavior, rather than dwelling on the past, inspires continuous improvement. Goldsmith’s advice is worth following—he built his stakeholder-centered coaching methodology on the premise that he’s only paid if his clients achieve positive change in their leadership behaviors.

Beyond your internal resources, consider engaging a mentor or coach outside your organization. Microsoft Founder Bill Gates is among leaders who believe in the value of outside support. “Everyone needs a coach,” he said during a 2013 TED talk. “It doesn’t matter whether you’re a basketball player, a tennis player, a gymnast, or a bridge player.” The

audience laughed as his slides first showed world-class athletes and then a picture of himself sitting at a card table. Gates continued, “We all need people who will give us feedback. That’s how we improve.”

Reprinted with permission from the Illinois CPA Society.

Land the perfect professional connection

Whether you’re still basking in the glow of passing your CPA exam, a mid-level manager who needs a change, or a seasoned CFO who wants top talent, the OSCPA Career Center is your one-stop-shop to uncover rewarding careers and discover untapped talent.

Employers:

• Post jobs

• Review resumes

• Screen candidates

• Expand your reach with enhanced posting options

• Explore our recruitment and retention resources

Job Seekers:

• Search for jobs

• Customize your job alerts

• Post resumes anonymously

• Save resumes and cover letters on your dashboard

• Access videos and articles on interviewing, resume writing and more

• Get free interview coaching via email or more personalized coaching for a fee

For more info, visit ohiocpa.com/career-center

JULY | AUGUST 2023 | 7

DIVERSITY, equity & inclusion

Equity is not equality

the differences between

Often the concepts of equity and equality are used interchangeably. Recently, there has been a shift towards distinguishing between the two. Generally, equity is understood through contrasting with equality. We have all understood equality to be the state that we are pursuing as a country, even as a world. Phrases such as “all men are created equal,” “equality for everyone,” “equal rights,” and even “equal pay for equal work” have created this notion of the need for equality. To a large degree, equality is just that: a notion, an aspiration, and maybe even something out of reach.

There are two parts to how we understand and socialize equality. The first is the notion that one group should not be considered better or worse than another group. The second is the belief that all people, no matter how different, should be treated in the same manner.

The first element of understanding equality is rooted in historical references as to how this country was shaped, which led to a preferential treatment of one group over other groups, i.e., majority over minority. The group that has the larger representation was considered dominant, and

therefore held the power and authority to enact laws and systems that benefited the majority. Many of these systems still exist today.

The second element of understanding equality is the notion that all groups should be provided the same opportunities. Unfortunately, this cannot be realized because of the aforementioned historical structures and systems that have been established to favor the majority group over the minority. Equity, however, can serve as “the great equalizer.”

The National Academy of Public Administration defines equity as “The fair, just and equitable management of all institutions serving the public directly or by contract; the fair, just and equitable distribution of public services and implementation of public policy; and the commitment to promote fairness, justice and equity in the formation of public policy.”

Equity is understood as the provision of varying levels of support to meet the unique needs of different groups to achieve greater fairness in outcomes. Equity seeks to correct the systemic failures that have led to some groups

8 | CPA Voice
Understanding
equity and equality can lead to transformational change in the workplace.

achieving exponentially more than other groups. To keep applying the system of equality or “same treatment” will give more to groups that already have more — and thus widen the opportunity and access gaps. Instead, equity requires a redistribution of the management and provision of resources to address the historically unmet needs of the minority groups and give all groups the opportunity to meaningfully engage in society.

Changing historical laws and creating new laws based on equity have proven to be significant in the advancement of fairness in the country. For example, the American with Disabilities Act (ADA) passed by Congress in 1990 was instrumental in providing access and resources to support people with disabilities. The ADA instituted requirements around workplace accommodations for people with disabilities like access ramps, larger elevators, and appropriately-sized bathroom stalls. Imagine how it must feel to show up for a job interview and not be able to enter a building because there are no ramps, only steps.

According to the U.S. Department of Labor, The Civil Rights Act of 1964 prohibited discrimination on the basis of race, color, religion, sex or national origin or other protected groups in multiple facets such as hiring, promoting, firing, use of public accommodations, and federally funded programs. It also strengthened the enforcement of voting rights and the desegregation of schools. While this was a huge step in changing the laws, there’s a considerable amount of work to be done in shaping the individual workplace policies and practices to be equitable. Even though the Civil Rights Act has been in place for almost 60 years, workplace racial, gender, sex, age, and disability discrimination still occur at an alarming rate.

There is a concept in human resources management called disparate impact and disparate treatment. Disparate impact involves a specific course of action, such as a policy, procedure or practice that unintentionally discriminates

against a protected group. For example, an organization can have a recruitment process that unintentionally eliminates Latinx applicants from the final interview phase. Another example of disparate impact might include a promotion policy that results in a 90% promotion rate for male managers, but only a 30% promotion rate for female managers. It does not matter if the employer did not “intend” to discriminate if the outcome is discriminatory.

Disparate treatment is the overt discriminatory treatment based on protected groups. An example of disparate treatment is requiring a transgender employee to use the restroom based on their gender assigned at birth, rather than their gender identification. These types of covert and overt discriminatory practices are still very prevalent in the workplace, which is why there is a need for equitable policies and practices.

The reality is that it will be some time before all of the laws that have historically impacted protected groups are eradicated or changed. However, organizations have the power and authority to determine how equity is applied within their employee practices and policies. A number of organizations are intentionally making the shift by examining their policies and practices to determine how every employee, particularly those who have historically been denied access and resources, can achieve success.

Reprinted with permission from the Virginia Society of CPAs.

Tracie Daniels is president of Synergy Consulting, a human capital management consulting firm, which specializes in strategic planning and executive management, diversity and inclusion, organizational assessment and design, performance management, and leadership development consulting.

THREE THINGS

3.

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1. Equity seeks to correct the systemic failures that have led to some groups achieving exponentially more than other groups. 2. Changing historical laws and creating new laws based on equity have proven to be significant n the advancement of fairness in the country. Organizations have the power and authority to determine how equity is applied within their employee practices and policies.

Non-GAAP financial measures and key performance indicators

10 | CPA Voice AUDIT & assurance

Financial reporting is working to keep pace with:

• Efforts to quantify non-financial capitals that create value

• Identification of risks and uncertainties to achievement of strategy

• Environmental, social and governance metrics

While some non-financial measures and key performance indicators (KPIs) are communicated in Management Discussion and Analysis (MD&A), companies are increasingly reporting other non-GAAP financial measures. The AICPA Center for Audit Quality reports that by 2020, 94% of S&P 500 companies included at least one non-GAAP financial measure in their earnings releases. What are non-GAAP financial measures and KPIs, how are they incorporated in financial reporting, and what are the responsibilities of the auditor for these measures?

What are non-GAAP financial measures?

Non-GAAP financial measures supplement GAAP disclosures by including or excluding amounts from the GAAP measure that “in the eyes of management” present a more relevant depiction of performance for the nature of that business. Examples include:

• Presenting earnings before depreciation to provide a more accurate depiction of cash flows

• Operating income that excludes one or more expense items

• Core earnings derived from a company’s principal business

• Free cash flow, after cash needed to support operations and capital expenditures

• Funds from operations, before depreciation and income tax

The use of non-GAAP measures has been met with SEC scrutiny that they are potentially misleading to investors and skepticism, since they most frequently present more positive results. While non-GAAP measures have become a popular SEC comment topic, the use of non-GAAP measures is not new. Following the accounting scandals of the early 2000s, the SEC issued cautionary guidance followed by regulations. SEC Regulation G, Item 2.02 of Form 8-K and Regulation

S-K Item 10(e) include the following requirements:

• The non-GAAP financial measure must not be misleading.

• The most directly comparable GAAP measure must be presented with equal or greater prominence.

• A reconciliation between the non-GAAP and most directly comparable GAAP measure must be presented.

• The disclosure must include a statement on why management believes the non-GAAP measure provides useful information to the investor and the additional purposes for which management uses the non-GAAP measure, to the extent material.

• The title or description of the non-GAAP measure cannot be the same as or confusingly similar to the GAAP measure.

The pandemic heightened scrutiny over what items may be reported as non-recurring. The SEC has issued guidance on this and other frequentlyasked questions in Compliance and Disclosure Interpretations (C&DIs,) which can be found at: https://www.sec.gov/corpfin/non-gaap-financial-measures.

Key performance indicators (KPIs)

SEC guidance states that registrants should consider the inclusion of KPIs used to manage the business in MD&A when the information is relevant to evaluation of the company’s performance. KPIs typically include financial and non-financial information that is not presented in or derived from information in the financial statements that gives further insight into measurement and evaluation of business operations.

KPIs are not subject to the same SEC rules as non-GAAP measures. Companies are disclosing KPIs in areas other than the MD&A, such as in the business section of quarterly or annual SEC filings and earnings releases.

SEC interpretive guidance provides that the following disclosures should accompany a KPI:

• A clear definition of the KPI and how it is calculated

• The reasons why the KPI provides useful information to investors

• How management uses the KPI in managing or monitoring performance of the business

• Estimates or assumptions underlying the metric or its calculation if disclosure of such items is necessary for the measure not to be materially misleading

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In the post-pandemic environment, business transformations, strategy changes and management views offer important information to the future valuegenerating activities of an organization that may not be conveyed through traditional GAAP measures.

Considerations for management

Management has the flexibility to choose what non-GAAP financial measures and KPIs it reports and how they are presented and calculated to be most relevant in telling the company’s individual story. However, this means that companies can report different measures from peers and competitors and that calculations across organizations may not be consistent or comparable. While that presents opportunity for measures to be misleading, such measures can be helpful to users if disclosures are sufficiently transparent and provide information on why adjustments are appropriate. Within an organization, non-GAAP measures and KPIs should be calculated consistently from period to period. If a company changes how a measure is calculated, disclosure should be made of the change in calculation and the impact on prior periods.

A company’s system of internal controls over financial reporting addresses preparation of financial statements in accordance with GAAP and may not incorporate non-GAAP financial measures or KPIs. The SEC has more broadly defined disclosure controls and procedures (DCPs) pertaining to all the disclosures reported by a company. The SEC has indicated that consideration should be given to how DCPs apply to the disclosure of non-GAAP financial measures and KPIs.

And, while internal metrics used for measuring performance understandably change over time with business strategy, it is important that performance measures published with GAAP information is not inconsistent with other information provided in filings.

Considerations for audit committees

Considerations for audit committees include:

• Are the non-GAAP financial measures and KPIs fair, balanced, transparent and not misleading?

• Are there sufficient controls that information published is consistent with regulations?

• Are there management incentives that might provide motivation for earnings management through non-GAAP financial measures?

• Does the organization have governance policies and procedures for when non-GAAP measures should be used?

• Where is management judgement involved?

• Do those charged with governance understand how and why management is disclosing the measures and how and why management is using the measures to evaluate performance?

Considerations for auditors

The external auditor generally has limited responsibility for non-GAAP financial measures and KPIs. Professional standards require that the auditors read the other information in publications including the audited financial statements and consider whether the other information is materially inconsistent with the audited financial statements or contains a material misstatement of fact. While auditors are typically not involved in reviewing or performing procedures related to other publications such as earnings releases, audit committees may consider engaging external auditors in evaluating the quality and consistency of non-GAAP financial measures or KPIs.

Laura Hay, CPA, CAE, is the executive vice president of The Ohio Society of CPAs and the staff liaison to the Accounting, Auditing, Professional Ethics Committee and Peer Review Committee. She can be reached at Lhay@ohiocpa.com or 614.321.2231

THREE THINGS

1. While some non-financial measures and KPIs are communicated in MD&A, companies are increasingly reporting other non-GAAP financial measures.

2. The use of non-GAAP measures has been met with SEC scrutiny that they are potentially misleading to investors and skepticism, since they most frequently present more positive results.

3. Management has the flexibility to choose what non-GAAP financial measures and KPIs it reports and how they are presented and calculated to be most relevant in telling the company’s individual story.

12 | CPA Voice

KEYNOTE

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TOPIC:

skills & professional standards

What’s next for solving the talent crisis

14 | CPA Voice
ESSENTIAL

“As we think about workforce development through the lens of the profession, we're really thinking about how we help prepare professionals or workers with the skills necessary for the types of jobs that they're encountering today, but more importantly, for the type of work that we know is going to be a huge part of the future,” said Scott Wiley, CAE, OSCPA president & CEO.

Wiley and a number of other business experts gathered recently to discuss how the talent crisis is affecting the profession. Their conversation is featured in the State of Business podcast's special Workforce Development series, which is available for download now.

In 2021, there was a 17% drop in employed accountants and auditors from a 2019 peak, according to a Bloomberg Tax analysis. Deloitte ranks the talent shortage among the top challenges that are expected to influence or disrupt businesses this year.

Wiley noted that the workforce development conversation can be complex, but it’s essential to address for the profession to remain competitive in today’s business environment.

Growing the pipeline

The exodus of accountants is already upon us, with 75% of AICPA members becoming eligible for retirement in 2020.

Though high school classes are a great way to expose students to accounting while they consider what path to pursue in college, the class content teachers are sharing with students often perpetuates the same tired myths about the profession.

“A lot of them are afraid; they think accounting is so hard,” said Nicole Snider, teacher at Hoover High School in North Canton. “They think accounting is boring and coming into it there are all these myths.”

Snider teaches financial and honors accounting, and she partners with The Ohio CPA Foundation to bring in guest speakers to show the wide variety of paths possible with an accounting degree. She said she’s constantly telling her classes the possibilities that accounting can bring, otherwise students might revert to their previous misconceptions. Classes that show the true value and opportunity of accounting career options are critical to the profession's sustainability.

Changing the perception of accounting is essential to building the pipeline, said John Jones, president & CEO of HOPE Toledo, a 501(c)(3) organization that helps children obtain high-quality early childhood education through pre-K and post-secondary training in college or trade schools.

“This is a long-term approach to solving a crisis that's been going on for a bit of time,” Jones said. “This is not something that just happened overnight. And therefore, it's not going to be solved overnight.”

Jones said many young people are open to what their future profession could be, but not enough are exposed to accounting to consider it a viable career. And although early exposure is important, Jones said if that doesn’t happen, “I don’t think all hope is lost if we don’t get to them in junior high. I think there’s opportunity when students enter the post-secondary arena.”

Continuing to recruit underrepresented students is also valuable, as in 2019, an AICPA survey found that only 2% of CPAs are African American, and only 1% of partners at CPA firms are African American.

“There has to be a shift,” said Alyson Fieldman, owner of consultancy firm Rock It Results. “The question is, how is the shift going to happen? And with the current generation retiring, and firms, in many cases, lacking strong succession plans, there's going to be a huge crisis.”

Upskill and reskill

While there is serious pressure to build the accounting pipeline, Crosby said there is also a critical need to upscale and reskill the current workforce. The rapidly changing business environment demands that professionals at all levels develop adaptable skills or risk becoming irrelevant.

“Your career doesn't stay static, and it doesn't stay the same,” said Tracie Miller, program chair of MS and BS accounting at Franklin University. “The business environment is constantly changing. Workforce development ensures that you have all the skills you need to be ready for the ever-changing business environment.”

One area that offers plenty of opportunity for the profession is technology, and Miller said it’s risky to opt out of it. In today’s competitive professional environment, it means accountants will be “left out of solving business problems.”

JULY | AUGUST 2023 | 15
Workforce development isn’t just about developing talent, it’s also about driving the accounting profession forward.

“There is going to be some other profession that comes in to solve those business problems for us,” she said.

Another area that Miller said will be essential for the profession is data analytics, especially in terms of automation and visualization. She said accountants should also lean into ESG as more businesses look into the impact ESG factors can make.

Jason Weigand, senior director for North America Tax for Proctor & Gamble, said the skills necessary to succeed today have evolved, and it’s the responsibility of everyone in the profession to upskill accordingly.

“Knowing how to do the technical bits of accounting are important,” said Jason Weigand, senior director for North America Tax for Proctor & Gamble. “But it’s about knowing how to do that in a way that is efficient, such as using modern technology to analyze big datasets. That is becoming increasingly important in all aspects of what we do.”

Weigand mentioned effective communication as being crucial for skill development. And while public accounting firms search for top talent, industries are on the lookout as well. He said P&G is aware of the talent dearth in the profession and is not immune to the intense competition for accountants and CPAs.

A collaborative effort

This issue has simply become too large for any one entity to tackle on its own. That’s why OSCPA has been making strides to act as a convener to gather those in the profession together to solve this problem as a collective group, holding a Town Hall at Columbus State Community College in March dedicated to the issue and an event on Sept. 28 & 29 centered on an Ohio-specific Accounting Talent Action Plan.

“We have this ecosystem that OSCPA is in the middle of, and we are able to serve as a hub to bring alignment where there have previously been individual efforts,” said Tiffany Crosby, CPA, chief learning officer at OSCPA. “We can facilitate access to resources, some of which employers or other individuals or stakeholders within this pipeline may not be aware of. And there is incredible value in that. And that will accelerate our ability to address the talent crisis for the profession.”

Listen to the podcast “The State of Business” wherever you get your podcasts to hear more from profession experts and what’s being done by OSCPA and other collaborative groups to solve the crisis.

THREE THINGS

16 | CPA Voice
1. Solving the talent crisis will be attributed to a number of factors, including upskill, reskilling and growing the pipeline. 2. Exposing young students to the opportunities of accounting and dispelling old myths is critical. 3. Bringing together organizations that want to make a difference is essential to solving the talent crisis. Jessica Salerno-Shumaker is the senior content manager at OSCPA.

OSCPA celebrates the 2023 class of Power of Change Honorees. Congratulations!

Read their stories each month in CPA Takeaways and on our social media channels.

Patty Basti , CPA

Dr. Tami Bolder , CPA, ABV, ASA, MBA, DBA

Tanya Crawford , CPA

Denise Harlan , CPA

Phyllis Harris

Tenesha Hartgrove , CPA, EA, PFS, CFP

Heidi Howes

Sara Martin , PHR

Kimberly Murphy , CPA

A’Shira Nelson , CPA

Rita Russell

Dr. Cynthia W. Turner , Ph.D.

JULY | AUGUST 2023 | 17
Women, Wealth & Wellness 2023

TALENT management & human resources

Share your story and support the future of the profession

18 | CPA Voice

And without that first book, there would be no second book (or third or fourth). Without affirmation, I would not have had the courage to push forward with becoming a pastor or a chaplain or obtaining my Ph.D. Without affirmation, I could not have begun to share the painful moments that are a part of my life story and that have encouraged so many others as they navigate through their life paths. Sometimes affirmation occurred through mentoring relationships but often, affirmation occurred through others sharing their stories and engaging in conversations with me about my life vision.

As we work collectively together on talent pipeline management, let us not underestimate the power of affirmation that occurs through us sharing our stories. When I talk to students considering accounting as a career, young CPAs trying to understand career progression, mid-career professionals contemplating career changes, or senior professionals determining what retired or semi-retired might mean for them, the questions and concerns are the same:

1. What can I expect?

2. Can I be successful?

3. What will I gain and what will I lose?

4. Who can I turn to for support?

Some individuals are fortunate to have a community network available to them to process these questions, others are not. It is those individuals, disconnected from a supportive community network, that we need to reach with our talent pipeline activities. How do students who know no one in business or accounting

JULY | AUGUST 2023 | 19
The power of affirming words timely spoken is beyond description.
I would not have written my first book without them.

become familiar with the profession? How do students imagine themselves as accountants or understand the richness of opportunities available to them? How do young professionals navigate their professional careers and life stage changes (e.g., marriage, parenthood, homeownership) without the stories of those who have traveled those paths before them?

When you look back on history and think of individuals who have accomplished great feats that have redefined society in a positive way, who comes to mind? Within more modern times, I think of William Wilberforce, Abraham Lincoln, Mother Teresa, Nelson Mandela, and Mahatma Gandhi, to name a few. These individuals are great men and women of courage who fought against established social structures to make lasting changes. Their battles were not easy or short. They experienced hardships in their lives, some caused by external circumstances outside of their control and others created by their attempts to live in accordance with their internal

What would we do differently?

convictions. There were parts of their lives that were not pretty. Whether it was lavish living, paying bribes, romantic entanglements, or other actions that many would deem inconsistent with sound character, they all had issues to overcome. They also made mistakes along the way, some of which would have seemed to preclude them from positions of leadership. All had to draw away at some point to understand who they were and what they believed. And once they did, they had to confront societal beliefs that did not align with their core values. When it comes to influential individuals whom we deeply respect, it is easy for us to focus on the endgame. We get enamored with the results and assume that the person was always that way. I have never found that to be the case. Every person of great character has gone through

20 | CPA Voice
There is just so much to learn. How did we keep ourselves going? How did we manage life?

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a process of development from which we can learn. Fortunately, we have the details of their life stories, the good and bad, available to us to learn from.

Likewise, if we are to affirm others with our stories, we need to share the life circumstances and situations that became a training and development ground for us. We need to share our successes and our failures. Students need to hear about how (and why) we weathered introductory accounting courses and the CPA exam. They already know these things are hard, no need to sugar coat that reality. However, we got through it. How did we do it? We know that the first few years of an accounting career can be challenging for reasons far beyond hours worked (which we can and should address). There is just so much to learn. How did we keep ourselves going? How did we manage life? What would we do differently? We can talk about changes we are committed to making so that the experience for those in the early stages of the pipeline is more enjoyable and the path forward is easier. Our battle scars are not badges of honor to parade around with, but rather, lessons to be used for continuous improvement.

We do not need to wait until we have a fully defined plan addressing accounting’s talent crisis in Ohio to begin telling stories that encourage, inspire, and motivate students and professionals to consider careers in accounting. We have powerful stories to share. Let’s share them.

THREE THINGS

22 | CPA Voice
1. As we work collectively together on talent pipeline management, let us not underestimate the power of affirmation that occurs through us sharing our stories. 2. Every person of great character has gone through a process of development from which we can learn. 3. We can talk about changes we are committed to making so that the experience for those in the early stages of the pipeline is more enjoyable and the path forward is easier. Tiffany Crosby, CPA, CGMA, MBA is the chief learning officer for The Ohio Society of CPAs. She can be reached at tcrosby@ohiocpa.com 614.321.2255

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Section 174 –

What is the impact and how can it be mitigated?

24 | CPA Voice TAX

This code section was introduced in 1954 and historically provided an incentive to taxpayers to conduct R&D by allowing a full deduction for R&D costs the year such amounts were incurred. Alternatively, taxpayers could choose to capitalize and amortize R&D costs under §174, treat R&D expenses under a different code section (like §59) or ignore them altogether.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) modified §174. The rules now require costs that meet the definition of R&E under §174 to be accounted for under the rules of §174. Additionally, all costs incurred in connection with software development, regardless of complexity, use, or intent, must be treated as §174 expenses. Critically, the option to deduct such amounts was eliminated, meaning that all costs that meet the definition of R&E under §174 AND all software development expenses MUST now be capitalized.

This change is effective for tax years beginning after Dec. 31, 2021.

The numerical implications

The new rules require domestic R&D costs to be amortized over five years, and foreign R&D to be amortized over 15 years. In both cases, amortization must be calculated using a mid-year convention, meaning that taxpayers get half the benefit in the first year. The effect of this change can be significant and have a major impact on a taxpayer’s tax rate and tax horizon.

For illustrative purposes, assume company A has $10M in annual R&D costs. Prior to 2022, Company A would have deducted $2.1M on its tax return ($10M x 21%) every year. In 2022, however, Company A’s R&D spend creates a benefit (or deduction) of $210K ($10M x 20% x 0.5 x 21%). This is the equivalent of the taxpayer adding $9M of revenue to its tax return.

For organizations unprepared for the additional tax burden, the impact of this rule change can be significant. Many loss companies turning the corner that had forecasted becoming taxable far into the future are realizing that the future is now. For some, the impact is more dramatic as illustrated below.

Assume a technology start-up receives a Small Business Innovation Research (“SBIR”) grant of $2M to fund the development of an innovative treatment for a common medical condition. The company has no other income source. Under the old rules, the entire $2M would be deductible, and the company would offset $2M in grant revenue and not pay any federal tax. The entrepreneurs would conduct scientific research, and work to develop a product that could benefit society. Under the new rules, the same company will still have revenue of $2M but will have to amortize the expenses it pays for with the grant over six years. This would leave the company with a $378K tax bill that it could not pay.¹ Unfortunately, this fact pattern is not a theoretical one. Many companies are currently deciding whether to accept government grants (SBIR, STTR, etc.) or not because of the tax burden of §174 or are facing bankruptcy because the funding was already accepted and now they cannot pay the tax. Either way, innovation is stifled.

An increase in taxable income created by §174 can also impact other key calculations like FDII, GILTI, and BEAT; impact existing transfer pricing positions, cost sharing arrangements and IP rights; impact state taxes (and credits); and, change cash flow planning (estimated tax payments).

The linguistic implications

The TCJA did not revise the verbiage of §174 in a significant manner. The clarity or precision of the old rules was not overly important because of the flexibility inherent in the code section. However, the rigidity of the new rules has revealed major ambiguities – ambiguities that create real uncertainty in the proper treatment of costs.

§174 specifically states that R&D costs are “…research or experimental expenditures which are paid or incurred by the taxpayer during such taxable year in connection with the taxpayer’s trade or business which represent research and development costs in the experimental or laboratory sense. The term generally includes all such costs incident to the development or improvement of a product.”.

JULY | AUGUST 2023 | 25
Background
IRC §174 addresses the treatment of expenses incurred in research and experimentation activities (“R&E”) or what many of us describe as research and development (“R&D”).
¹ Income of $2M (grant) x 21% federal tax rate minus $42K of tax R&D expenses ($2M (R&D cost) x 20% (five-year amortization) x 50% (first year mid-year convention) x 21% (tax rate)).

It does not clearly define:

1. What expenditures are included

2. The meaning of “in connection”

3. What “trade or business” means in this context

Unlike IRC section 41 (R&D tax credit rules), it also does not differentiate between funded and non-funded research, nor whether or not an entity is part of a controlled group.

The pharmaceutical industry provides a good example of this ambiguity. In that industry, a common arrangement is for an entity to perform R&D on behalf of a related party on a “cost-plus” basis. The related party or funding entity often retains IP ownership and ultimately manufactures and markets any applicable commercial products.

In this case, the research entity pays employees, purchases supplies, bears overhead costs, and houses all the infrastructure needed to support the R&D. These are all costs “incident” to the R&D. The funding entity is paying for the R&D on a cost-plus basis, therefore also incurring costs incident to the R&D. So which entity can amortize R&D? Was the intent to have both parties amortize the R&D resulting in double capitalization inside the controlled group?

Potential positions

If we assume that Congress did not intend double capitalization, and in the absence of additional guidance, we must look to legislative history, and legal precedent for clues to a more reasonable position. The following is not an exhaustive analysis, but rather a simple example to demonstrate an alternative viewpoint.

Consider the terms “trade or business” and “product.”

As noted above, §174 requires the R&D expenditure to be incurred “in connection with the taxpayer’s trade of business” and “includes all such costs incident to the development or improvement of a product.”

Treasury Regulation §1.174-2(a)(3) defines a product as “any pilot model, process, formula, invention, technique, patent, or similar property, and includes products to be used by the taxpayer in its trade or business as well as products to be held for sale, lease, or license.” By this definition, for an expense to be included as a §174 expense, it must be related to the development or improvement of something that will either be used by the taxpayer’s trade or business, or sold, leased, or licensed by the taxpayer’s trade or business.

26 | CPA Voice

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The term “trade or business” is more unclear, but judicial history² has consistently held that for a taxpayer to be able to treat expenses as R&E under §174, the taxpayer must intend to generate income from the results of the research (e.g., manufacture and/or sell a product resulting from the research). If there is no such intent, the research is not in connection with a trade or business.

Therefore, if an entity conducts research but does not use the result of the research within the business or has no intention of generating income from the fruits of the research, the research does not fall within the definition of R&E under §174.

Using this analysis, in the example above, the research entity would not have to amortize the expenses, but the related funding entity – the one that plans to manufacture and/or sell the results of the research – would have to amortize the costs. This approach appears far more reasonable than the alternative double taxation.

Where the R&D Tax Credit fits –the good news

The R&D tax credit under IRC Section 41 is another consideration. Historically, the credit has been linked to §174 because one requirement for includible expenses is that relevant amounts have to be of the kind that “may be treated” under §174. Now that the new rules require costs that meet the definition of R&E to be treated as §174, the result is that §41 costs will now have to be a subset of §174. The new requirement could and should lead to far more efficiency – including the possibility of a significant amount of automation – in calculating the credit.

Because the calculation of §174 expenditures is now mandatory, the costs making up the credit should be a secondary calculation. There should be far less “searching” throughout the organization for credit-eligible activity as it will now already be captured under mandatory capitalization.

Another quirk in the new rules is their relationship with §280(C). Although the details are beyond the scope of this article, the impact of amortization over deduction on the credit means that for all but a very few exceptions, taxpayers will be able to take the benefit of the full credit as opposed to the §280(C) reduced credit. This creates a 21% credit boost for most taxpayers.

Considering the tax impact of R&E amortization, any way to reduce the tax bill is welcome, and the credit is one of the best ways to do it.

Takeaways

There’s no way to sugarcoat it, the new §174 amortization requirement is not a good thing for taxpayers. The negative impact of the new rules may be mitigated in certain circumstances with the potential to implement an improved, automated process to calculate §174 and 41 costs, and use of the enhanced credit (and state credits) to help offset the additional tax.

THREE THINGS

including the possibility of a significant amount of automation –in calculating the credit.

28 | CPA Voice
1. IRC §174 addresses the treatment of expenses incurred in research and experimentation activities (“R&E”) or what many of us describe as research and development (“R&D”). 2. The TCJA did not revise the verbiage of §174 in a significant manner. The clarity or precision of the old rules was not overly important because of the flexibility inherent in the code section. 3. The R&D tax credit under IRC Section 41 is another consideration. The new requirement could and should lead to far more efficiency – ² See Lewin v Commissioner No. 02-1169 (Lewin v. Commissioner, IRS, 4th Cir. (2003), Levin v. Commissioner, 87-2 USTC Para. 9600, 832 F.2d 403 (7th Cir. 1987), Court Opinion, Kantor v. Commissioner of Internal Revenue (72 A.F.T.R.2d 93-5476, 93-2 USTC P 50,433), Scoggins v. Commissioner of I.R.S, 46 F.3d 950. Jonathan Forman is the managing director of the GTM global tax management's R&D tax credit services practice. Michael Bowman is a director in GTM’s global tax management Ohio practice.
Ohio CPA KnowledgeHub Publication Ad.indd 1 9/3/20 1:28 PM Read CPA Voice on Issuu.com, and never miss the latest news, best practices, trends in the profession and information on what OSCPA is doing to serve you as a member. issuu.com/cpavoice Follow us at: issuu.com/CPAVoice Read on Issuu JULY | AUGUST 2023 | 29

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Accounting Shows

Register today + fi nd more events at Explore OSCPA competency framework at ohiocpa.com/CBL ohiocpa.com/Events23 7/20 8:00 a.m. – 5:00 p.m. Women, Wealth and Wellness 8 credits MULTIPLE 8/2 8:00 a.m. – 1:00 p.m. Cannabis Conference 5 credits MULTIPLE 8/22 8:30 a.m. – 12:00 p.m. Small-Business Accounting, Audit, and Attest Update 4 credits AC AU 8/25 11:00 a.m. – 11:50 a.m. Women’s Leadership Series: Every Womxn! 1 credits PD 8/29 8:30 a.m. – 2:00 p.m. Fraud & Forensic Conference 6 credit MULTIPLE 9/21 12:00 p.m. – 1:00 p.m. Town Halls 2023 1 credits MS 10/30-31 11/28-29 8:30 a.m. – 4:30 p.m. Form 1040 Individual Tax Tune-Up 16 credit TX 11/17 8:30 a.m. – 4:30 p.m. YSU Annual Tax Update In-person, Williamson College of Business YSU 8 credits TX 12/7 8:00 a.m. – 4:30 p.m. CORECon – Core Skills Conference 8 credits MULTIPLE 12/7 8:00 a.m. – 4:00 p.m. Not-for-Profi t Conference 8 credits MULTIPLE COMPETENCIES Financial Accounting Audit & Assurance Business Management Technology Ethics & Professional Standards Tax Essential Skills & Prof. Development Risk Management & Fraud Talent MGMT & Human Resources Multiple CREDIT TYPE AC Accounting RE Regulatory Ethics BL Business Law AG Accounting (Government) BE Behavioral Ethics IT Information Technology AU Auditing TX Taxes AV Auditing (Government) CA Computer Software & Applications EC Economics PR Production MS Management Services FI Finance BM Business Management & Organization CM Communications & Marketing ST Statistics HR Personnel/ Human Resources SK Specialized Knowledge PD Personal Development MULTIPLE
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my.ohiocpa.com PROFILE ACCOUNT SETTINGS 100% CONTACT INFO FIRST NAME CONTACT INFO LAST NAME 1. Go to Get what you want — where you want — not the stuff you don’t.  2. Complete your Membership profi le Contact Info License/Certifi cation Information Practice Areas Industry Sector Communications Preferences A liations Social Media Education my.ohiocpa.com Accelerate your career and enhance your skills with quality learning from OSCPA. by CPAs for CPAs Choose from 9 core competencies to help you transform your skill set and compete in today’s crowded marketplace Audit & Assurance Ethics & Professional Standards Business Mangement & Strategy Financial Accounting, Reporting & Analysis Essential Skills & Professional Development Talent Management & Human Resources Tax Risk Management & Fraud Technology ohiocpa.com/CBL 32 | CPA Voice

THE OHIO SOCIETY OF CPAS 2023–2024 BOARD OF DIRECTORS

CHAIR OF THE BOARD

LIBBY CULLINS, CPA, MBA JPMorgan Chase Columbus

CHAIR-ELECT

RICK FEDOROVICH, CPA

Bober Markey Fedorovich Cleveland

PAST CHAIR

CRAIG MARSHALL, CPA

Ernst & Young Plain City

VICE CHAIR, FINANCE

Jessie C. Wright, CPA, CGMA, CVA Schroedel, Scullin & Bestic, CPAs and Strategic Advisors, Canfield

DIRECTORS

Brandi Carson, CPA La-Z-Boy Inc. Toledo

Courtney Clark, CPA Deloitte Columbus

Keenan Cooper, CPA Grant Thornton LLP Cincinnati

Chris Igodan, Jr., CPA Nationwide Financial Columbus

Gregory J. Jonovich, CPA, MBA Materion Mayfield Heights

Angela Lewis, CPA Crowe Columbus

A’Shira Nelson, CPA Savvy Girl Money Cleveland

Carolyn Smith, CPA, MBA, CRMA Member, Governmental Accounting Standards Board Columbus

DISCIPLINARY ACTION

Taylor, Jeremy B. of Cincinnati, OH

PRESIDENT AND CEO

Scott D. Wiley, CAE

The Ohio Society of CPAs Columbus

Amy Vetter, CPA, CGMA, CITP The B3 Method Institute & Drishtiq Yoga Mason

Mark Welp, CPA, CFE Holbrook & Manter Columbus

Ellen Wisbar, CPA Mayer Hoffman McCann, P.C. Cleveland

Under the automatic disciplinary provisions of the OSCPA bylaws, Mr. Taylor’s OSCPA membership was terminated effective September 19, 2022, because of a final judgment of conviction imposed by any U.S. state, district or territory, or federal jurisdiction upon any Member for (i) a crime defined as a felony (or its equivalent) under the law of the convicting. Mr. Taylor was found guilty of Aggravated Theft, a violation of Revised Code Section 2913.02(A)(2) (B)(2) a third-degree felony in the state of Ohio.

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of complimentary learning/CPE. Your Member Curriculum is included with your membership to keep you current on the topics that matter most.

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