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ARTICLE · 04 SEPTEMBER 2025

Clawback Enforcement Under SEC Rule 10D-1: Enforcement Phase Begins

Nelson Mullins Riley & Scarborough LLP
Nelson Mullins Riley & Scarborough LLP
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Nelson Mullins Riley & Scarborough LLP

Nelson Mullins Riley & Scarborough LLP

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With SEC Rule 10D-1 (17 C.F.R. § 240.10D-1) now fully in effect, 2025 marks the first year public company boards may be required to actively enforce clawback policies in response to financial restatements.

United StatesCorporate/Commercial Law
Matthew Zischke
Matthew Zischke
Scott N. Sherman
Scott N. Sherman

With SEC Rule 10D-1 (17 C.F.R. § 240.10D-1) now fully in effect, 2025 marks the first year public company boards may be required to actively enforce clawback policies in response to financial restatements. Most issuers completed policy adoption and related disclosures in 2023–2024. The rule now enters its enforcement phase, making 2025 a pivotal year for governance readiness and for compensation committees, legal teams, finance, and human resources departments preparing to operationalize clawback policies.

This Blog summarizes the Rule's requirements and offers practical considerations for boards and committees navigating enforcement.

Overview of SEC Rule 10D-1

Rule 10D-1 requires listed issuers to adopt and comply with a written clawback policy providing for the reasonably prompt recovery of erroneously awarded incentive-based compensation in the event of an accounting restatement. The rule applies when a restatement is required due to material non-compliance

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