As public companies navigate the 2015 proxy season, a potential
change to executive compensation disclosure is on the horizon. The
US Securities and Exchange Commission (SEC) has proposed new rules
to implement the "pay-versus-performance" disclosure
requirement under Section 953(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act. The new rules would mandate and
standardize companies' "realizable" and
"realized" pay disclosures and compare them to total
shareholder return (TSR).
Under the proposed rules, a US public company will be required
to add a new "Pay Versus Performance Table" to its proxy
statements that shows the pay of its named executive officers
(NEOs) as shown on the Summary Compensation Table (SCT), and an
adjusted pay number representing compensation "actually
paid," as defined in the proposed rules. The Pay Versus
Performance Table will also report the company's total
shareholder return and the aggregate weighted of its peer
