Executive Compensation

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On May 16, 2025, the U.S. Securities and Exchange Commission announced that it will host a Roundtable on Executive Compensation Disclosure Requirements on June 26, 2025. SEC Chairman Paul S. Atkins issued a statement on the upcoming roundtable, including questions he asked the staff to consider and on which the…

Continue Reading SEC Announces Upcoming Roundtable on Executive Compensation Disclosure Requirements

On April 11, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued six new Compliance and Disclosure Interpretations (CDIs) relating to the two clawback-related check boxes on the cover page of annual reports and related disclosure under Item 402(w) of Regulation S-K. A brief discussion…

Continue Reading Corp Fin Issues New CDIs on Clawback-Related Disclosure

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) published notices and orders granting accelerated approval of the amended clawback-related listing standards proposed by the New York Stock Exchange (NYSE) and The Nasdaq Stock Market LLC (Nasdaq) earlier this week. The amended versions of the NYSE and Nasdaq listing standards were discussed in our previous post.Continue Reading SEC Approves NYSE and Nasdaq Clawback-Related Listing Standards

Propose Effective Date of October 2, 2023

[Note: This post has been updated to reflect Nasdaq’s filing of an Amendment No. 1 on June 6, 2023 (posted June 7) proposing to delay the effective date of its clawback-related listing standards until October 2, 2023, consistent with the NYSE’s Amendment No.

Continue Reading NYSE and Nasdaq File Amended Proposed Clawback-Related Listing Standards [Updated]

On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023 (here and here).

As discussed in our previous blog post, Rule 10D-1 of the…

Continue Reading SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing Standards

On February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq filed proposed rule changes with the U.S. Securities and Exchange Commission (SEC) to adopt listing standards related to the recovery of erroneously awarded executive compensation. These proposed listing standards, which are subject to approval by the SEC, largely follow the requirements outlined in Rule 10D-1 under the Securities Exchange Act of 1934, adopted by the SEC last October. For a detailed discussion of Rule 10D-1, please see our Client Alert. In addition, the NYSE proposal is available here, and the Nasdaq proposal is available here.Continue Reading NYSE and Nasdaq Propose Clawback-Related Listing Standards

On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs are wide ranging and include, among other things, confirmation that pay versus performance disclosure is not required to be included in a Form 10-K, guidance relating to equity awards granted to a first-time named executive officer (NEO) in a year prior to (and not otherwise related to) their appointment as a NEO, clarification as to which of the periods presented should include footnote disclosure of the amounts deducted and added to compensation actually paid, and confirmation that a company may use its Compensation Discussion and Analysis (CD&A) peer group, assuming this peer group is actually used by the company in determining executive pay, even if this peer group is not used for “benchmarking” as this term is explained in CDI 118.05.Continue Reading Corp Fin Issues Pay Versus Performance CDIs