Executive Compensation Alert: SEC Proposes Pay Versus Performance Rules

The Securities and Exchange Commission (the "SEC") has proposed new rules required by Section 953(a) of the Dodd-Frank Act that would require companies to disclose the relationship between compensation actually paid to executives and the financial performance of the company.

Highlights of the Proposed Rules

In any proxy or information statement where executive compensation disclosure is required, companies would be required to disclose the following information in a new table:

• Executive compensation actually paid (i) to the principal executive officer, which is the same as the total compensation disclosed in the summary compensation table already required in the proxy statement, with adjustments to the amounts included for equity awards and pensions and (ii) to the remaining named executive officers calculated as an average with similar adjustments as in (i) above.