Final SEC Pay Versus Performance Rule: New Expanded Executive Compensation Disclosures for 2023
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Banking and Finance
- event Date
Tuesday, December 20, 2022
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will examine the SEC's final rule for pay versus performance disclosures, including the public companies affected by the rule and the timeline for compliance. The panel will also discuss the steps companies should take now to be able to prepare for the new expanded disclosures to be required in the 2023 proxy season.
Mr. Ocker advises public companies, boards of directors and high-profile executives on compensation and corporate governance issues. He is often referred to as the “CD&A/Say on Pay Doctor.” He is the only lawyer known to have represented chip war adversaries Intel and Advanced Micro Devices simultaneously.
Mr. Lawhead has nearly 20 years of experience in capital markets and securities, mergers and acquisitions, venture capital, private equity, and general corporate governance matters. He works with clients ranging from privately held emerging growth companies to large public companies as well as investment banks, venture capital funds and private equity funds, primarily in the life sciences, healthcare, and technology industries. Mr. Lawhead represents companies and investment banks (as underwriters, placement agents, and sales agents) in primary and secondary public offerings of debt and equity securities. He also advises publicly held companies in complying with federal securities laws and regulations and stock exchange listing rules, particularly with respect to disclosure and corporate governance obligations. Further, Mr. Lawhead acts as outside general counsel to assist clients in general corporate and securities matters, including SEC reporting and compliance, Nasdaq and NYSE listing and compliance, corporate governance, investor relations, and executive compensation.
Mr. Gibbs works with stakeholders on federal and state benefit plan regulation and assists employers as they design, implement and maintain competitive benefit and executive compensation programs.
On Aug. 25, 2022, the SEC adopted a rule requiring public companies to provide new disclosures regarding the relationship of executive compensation to the performance of the company. The new rule, promulgated pursuant to Section 953(a) of the Dodd-Frank Act, will require companies to produce in-depth, technical compensation data that is not currently required under the SEC's executive compensation disclosure regime.
Companies must now prepare a table showing the compensation actually paid to the principal executive officer, the average compensation actually paid to other named executive officers, and several measures of the company's financial performance, in each case over a five-year period. Companies must discuss in the accompanying narrative any data that might appear to show a misalignment of pay and performance.
The new disclosures must be included in proxy and information statements that are required to contain executive compensation disclosure under Item 402 of Regulation S-K and will be effective for fiscal years ending on or after Dec. 16, 2022. Thus, for most public companies, the new disclosures will first be required in their proxy statements for their 2023 annual meetings.
Listen as our authoritative panel discusses the new pay vs. performance rule and the steps public companies should be taking now to comply.
- Historical background on pay vs. performance: Section 953(a) of Dodd-Frank
- Changes made in final 2022 regs from 2015 proposed regs
- New tabular disclosures
- Describing the relationship between pay and performance
- Calculating compensation actually paid
- Phase in requirements for large companies
- Small company disclosures
- Steps reporting companies should take now
The panel will review these and other important issues:
- What is the existing pay vs. performance disclosure regime, and what are its shortcomings?
- How does the new rule change the approaches to calculating executive compensation and evaluating performance?
- To what extent do the disclosure obligations vary depending on the size of a company?
- Which disclosures must be included in the proxy statement? In SEC filings?
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