SEC Adopt Pay Versus Performance Disclosure Requirements

On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted the pay versus performance disclosure requirements that the agency was directed to promulgate by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act).¹

The new pay versus performance disclosure requirements specified in new paragraph (v) of Item 402 of Regulation S-K will become effective 30 days following publication of the adopting release in the Federal Register.

Item 402(v) of Regulation S-K will require that companies provide a new table disclosing specified executive compensation and financial performance measures for the company's five most recently completed fiscal years. This table will include, for the principal executive officer (PEO) and, as an average, for the other named executive officers (NEOs), the Summary Compensation Table measure of total compensation and a measure reflecting "executive compensation actually paid," as specified