Last week marked the 10-year anniversary of President Obama signing the Dodd-Frank Act into law. The SEC continues to track its progress on the mandatory rulemaking provisions. When it comes to executive pay, we have this legislation to thank for rules on compensation committee independence, pay ratio, hedging disclosure, Chair/CEO structure disclosure — and the biggie, Say-on-Pay.
Of the remaining open items, clawback rules seem the most likely right now to make it to the finish line. Here’s what is still on the “to-do” list:
– Clawback rules – proposed in 2015 and on the Commission’s Reg Flex Agenda for re-proposal by October of this year (see Mike Melbinger’s blog on the topic)
– Pay-for-performance disclosure – proposed in 2015 – and now possibly appears to be abandoned in favor of “private ordering”
– Proposed rules that would require institutional investors to annually report how they vote on executive pay
– Prohibitions on certain executive pay arrangements at financial institutions and related disclosure – proposed in 2011, and then re-proprosed in 2016
As Mike blogged, the SEC’s Reg Flex Agenda implies that we might also see action on these other compensation-related items in the near future:
– Amendments to Rule 701/Form S-8
– Modernization & simplification of Regulation S-K Items 101, 103 and 105
We’ll be covering all of the latest developments on these topics at our Proxy Disclosure & Executive Pay Conferences — coming up virtually on September 21st-23rd.
-Liz Dunshee, CompensationStandards.com July 28, 2020
