Clawback Enforcement Under SEC Rule 10D-1

With SEC Rule 10D-1 (17 CFR §240.10D-1) now fully in effect¹, 2025 marks the first year that public company boards may be required to actively enforce their clawback policies in response to financial restatements. While most companies completed policy adoption and disclosures in 2023–2024, Rule 10D-1 now enters its enforcement phase. This makes 2025 a critical juncture for governance readiness and ensuring that compensation committees, legal, finance, and human resources teams are fully prepared to implement clawback policies in the event of a financial restatement.

This Comp & Benefits Brief serves as a reminder of the Rule 10D-1's requirements and offers practical guidance for enforcement and integration into broader compensation governance. Capitalized terms are defined in the "Key Defined Terms" section at the end of this Brief.