This is the first part of a client alert series for public companies and their boards and compensation committees, covering key considerations for equity grant practices. Overview - Additional executive compensation...more
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
On August 25, 2022, the Securities and Exchange Commission (the SEC) adopted new provisions under Item 402 of Regulation S-K, 17 CFR 229.402(v) (the "Pay Versus Performance Rule" or "New Item 402(v)") mandating certain...more
On August 25, 2022, the US Securities and Exchange Commission (SEC) adopted final rules imposing new mandatory “pay for performance” disclosures for most public companies (foreign private issuers, emerging growth companies...more
Last week, the U.S. Securities and Exchange Commission (“SEC”) brought enforcement actions against a company and its former CEO for failure to adequately disclose certain compensation and related party transactions. The move...more
Over the past few months, the Securities and Exchange Commission (the “SEC”) has imposed civil penalties in the hundreds of thousands of dollars against multiple publicly traded corporations in connection with their failure...more
Set forth below are examples of pay ratio disclosures from recently filed proxies where registrants chose to rely on the median employee identified in the prior year....more
Preliminary trends are emerging from the pay ratio disclosures filed by U.S. public companies in 2018. Few companies use statistical sampling to identify their median employees and, instead, companies rely on a...more
Although adopted back in 2015, the SEC’s pay ratio disclosure rule has been receiving a lot of attention lately, as companies grapple with it for the first time during the 2018 proxy season. The rule was mandated by the...more
With the enactment of the Tax Cuts and Jobs Act comes sweeping changes to executive and equity compensation and employee benefits. Employers should evaluate whether they will be subject to the $1 million tax deductibility...more
In August 2015, the Securities and Exchange Commission (the SEC) adopted a final rule implementing Section 953(b) of the Dodd-Frank Act. The final rule requires U.S. public reporting companies to disclose the ratio of their...more
On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release to assist public companies in complying with the SEC’s pay ratio rule. The SEC’s interpretive release emphasized the...more
On September 21, the SEC and the staff of the Division of Corporation Finance issued new and updated interpretive guidance regarding the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K. The guidance...more
On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to...more
As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to...more
On July 1, 2016, the Securities and Exchange Commission (the “SEC”) approved, on an accelerated basis, proposed amendments to the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) to require Nasdaq-listed companies to...more
The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more
Overview of the Pay Ratio Rule: The Basic Rule - Reporting companies subject to the rule (Subject Companies) must disclose the ratio (pay ratio) for the most recent fiscal year of (a) the median of total...more
The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more
The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more
On June 4, 2015, the SEC staff issued an economic analysis related to its proposed pay ratio rule. This economic analysis, conducted by the SEC’s Division of Economic and Risk Analysis, looks at the potential effects on the...more
The Securities and Exchange Commission (SEC) recently proposed new and amended disclosure rules to require that reporting companies enhance their executive compensation disclosure by including interactive tables and narrative...more
On April 29, 2015, the Securities and Exchange Commission proposed rules requiring companies to disclose the relationship of executive pay to performance as required by Section 953 of the Dodd-Frank Wall Street Reform and...more