February 15, 2023
On Aug. 25, 2022, the SEC released its final regulations implementing Dodd Frank Section 953(a) Pay for Performance rules (see McGuireWoods’ Aug. 30, 2022, legal alert). These regulations require companies to disclose (in tabular and narrative format) the relationship between compensation actually paid to the company’s named executive officers and certain performance measures.
On Feb. 10, 2023, the U.S. Securities and Exchange Commission (SEC) released compliance and disclosure interpretations (C&DIs) providing further guidance on the Pay versus Performance rules described above. These C&DIs respond to specific questions related to the Pay versus Performance disclosures and are effective immediately. Therefore, companies will need to incorporate this guidance, as applicable, into their Pay versus Performance disclosures included in upcoming proxy statements addressing 2022 fiscal year compensation. Below is a summary of the guidance found in the new C&DIs.
Peer Group Clarifications
Compensation Actually Paid Adjustments
Named Executive Officers