On October 26, 2022, the Securities and Exchange Commission
(SEC) adopted a new rule governing the recovery (i.e.,
clawback) of erroneously awarded incentive compensation. The new
rule implements Section 954 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act of 2010 and is codified in Rule 10D-1
under the Securities Exchange Act of 1934, as amended. The new rule
also amends, or impacts, certain other schedules, forms and rules,
most notably Items 402 and 601 of Regulation S-K.
The long-awaited new rule has been in motion for more than a
decade. In 2010, the Dodd-Frank Act added Section 10D to the
Exchange Act, requiring the SEC to direct the national securities
exchanges to establish listing standards that require issuers to
develop and implement a clawback policy. In July 2015, the SEC
proposed rules to implement Section 10D and, following numerous
comment periods – most recently in October 2021 and June 2022
– the new rule has been adopted
