Tag Archives: SEC

The CEO Pay Ratio Beyond Dodd Frank: Live and Local

Spring is in the air, and executive compensation consultants are busy reading a cascade of public filings and proxy advisor reports as we analyze and are asked to predict trends in executive pay in 2017 and beyond. One of the most common questions in executive compensation this year concerns what will become of the Dodd-Frank mandated CEO pay ratio set to be disclosed publicly for most companies beginning with proxies filed in 2018 – if not delayed or overturned beforehand. Earlier this year, acting Securities and Exchange Commission (SEC) Chair Michael Piwowar took the unusual step of requesting additional comments on the cost and burden of complying with the already approved CEO pay ratio rule, which would require companies to disclose the ratio of CEO pay to that of the median employee. Continue reading

An Emerging Best Practice: Disclosing Prospective Executive Compensation in the Proxy Compensation Discussion & Analysis (CD&A)

In recent years, the SEC has developed extensive rules and regulations regarding the reporting of executive compensation in the company annual proxy. Such reporting includes the narrative discussion of CD&A executive compensation policies and practices as they pertain to the CEO and NEOs. Additionally, the SEC requires that companies provide numerous prescribed tables and schedules reporting the historical elements of executive pay for the most recently completed fiscal year as well as the past 2 fiscal years. Continue reading

SEC Opens Comment Period on CEO Pay Ratio Rule

Perhaps the most controversial rule regarding executive compensation in the Dodd-Frank Financial Reform legislation is the CEO pay ratio disclosure. This rule requires disclosure of the CEO’s pay to that of the company’s median employee. The SEC adopted final rules regarding the pay ratio disclosure requirement in calendar year 2015, and the requirement is scheduled to take effect with proxies filed in 2018. Continue reading

Press Release: Pay Governance: SEC’s New Pay-For-Performance Methodology is Flawed

July 23, 2015 New analysis finds that the SEC’s recently proposed pay-for-performance proxy disclosure requirements may force companies to display a pay-for-performance misalignment that is incorrect. To read the full press release, click here.

SEC Adopts Final Rules Regarding CEO Pay Ratio Disclosure

The Securities and Exchange Commission (“SEC”) staff has had a busy summer. Following the release of proposed rules and regulations regarding the CEO Pay for Performance and Clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the SEC on August 5, 2015 proposed final rules and regulations regarding the CEO pay ratio disclosure. The CEO pay ratio disclosure fulfills a further mandate of the Dodd-Frank legislation. Continue reading

Does the SEC’s New “Compensation Actually Paid” Help Shareholders?

On April 29, 2015, the SEC released proposed rules on public company pay-for-performance disclosure mandated under the Dodd-Frank Act. Pay Governance has analyzed the proposed rules and the implications for our clients’ proxy disclosures and pay-for-performance explanations to investors. To … Continue reading

SEC Proposed New Rules Regarding Executive Compensation Clawback Policies

Following the recent release of new rules and regulations regarding the proposed pay for performance disclosure requirement imposed on public companies by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), the Securities and Exchange Commission (SEC) has just released rules to add Section 10D to the Securities Exchange Act regarding executive officer clawbacks of incentive compensation. Continue reading

Why SEC’s Latest Comp Disclosure Proposal Is Flawed

Ira Kay and Blaine Martin recently created a report explaining why the SEC’s “compensation actually paid” disclosure proposal will be difficult for shareholders to compare with metrics for total shareholder return. Please click here to be taken to the Agenda … Continue reading

Does the SEC’s New “Compensation Actually Paid” (“CAP”) Help Shareholders Accurately Assess Pay-For-Performance?

On April 29, 2015, the SEC released proposed rules on public company pay-for-performance disclosure mandated under the Dodd-Frank Act. Pay Governance has analyzed the proposed rules and the implications for our clients’ proxy disclosures and pay-for-performance explanations to investors. We are concerned about the validity of describing a company’s pay-for-performance alignment using the disclosure mandated under the SEC’s proposed rules, and its implications for Say on Pay votes. Continue reading

SEC Releases Proposed Pay for Performance Disclosure Rules

In this edition of Viewpoint, Pay Governance will discuss the proposed rules and the next steps companies should consider regarding pay for performance disclosure rules. The SEC intends that the pay for performance comparison will supplement the CEO pay ratio in providing shareholders with information to better assess executive pay for purposes of the shareholder advisory Say on Pay vote. Continue reading

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