NFP Compensation Insights | September 2022
The L-Blast is Now NFP Compensation Insights!
The SEC’s Final Ruling on Pay vs. Performance
Last month, the SEC released final rules on the pay for performance disclosure requiring public companies to submit additional information regarding executive compensation and its relation to company performance. For most companies, the new disclosures will be required in their 2023 proxy statements. The new rules are significantly more complex, and we encourage companies to become familiar with the requirements and start drafting their disclosures now.
In this edition of NFP Compensation Insights, we focus on this topic and provide key information about the new rules, considerations and recommended action steps to help with this process. We hope you find this information helpful as you prepare for the 2023 proxy season. Don’t hesitate to reach out to us, should you need assistance crafting an effective and compliant disclosure.
By Kyle Lamport
Pay vs. Performance?
“Okay, it’s happening, everyone stay calm.” – Michael Scott
Last month, after nearly a decade, the Securities and Exchange Commission (SEC) adopted final Pay vs. Performance rules (“Final Rules”). These Final Rules, while more complex than what was originally proposed in 2015, will require companies to report on the relationship between company performance and executive compensation in proxy statements beginning in Q1 of 2023. In this month’s article, NFPCC highlights key requirements of the Final Rules along with our perspective and recommended action steps ahead of the 2023 proxy season.
Pay-Versus-Performance Is Here, Part 1: Overview and Action Items
On August 25, the SEC released the final rule on the long-awaited pay versus performance disclosure required under Section 953(a) of Dodd-Frank. The rule adds Item 402(v) to Regulation S-K, which companies are required to comply with in proxy and information statements for fiscal years ending on or after December 16, 2022.
SEC Releases Final Rules Regarding Pay-Versus-Performance (PVP) Disclosures
The Securities and Exchange Commission (SEC) released its final version of the rules mandated by Dodd-Frank regarding the disclosure of pay versus performance (PVP) on August 25, 2022. Initial rules were proposed in 2015, and follow-up proposals and invitations for comment were extended in late 2021 and early 2022 by the SEC.
More Money, More Problems? How the SEC’s New Executive Compensation Disclosure Rule Could Impact the 2023 Proxy Season
On August 25, 2022, the Securities and Exchange Commission adopted final rules on company pay for performance disclosure required under the 2010 Dodd-Frank Act. To help companies prepare for 2023 proxy statements and annual shareholder meetings, we summarize below the key elements of the final rules, how key stakeholders (activists, investors, proxy advisors) may use them and key considerations for companies subject to the new disclosure rules.
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