SEC Proposes Executive Compensation Clawback Rule

The Securities and Exchange Commission (SEC) recently proposed rules to implement the executive compensation clawback provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 954).¹ The highlights of the proposed rules and rule amendments (Proposals) include:

• New Rule 10D-1 under the Securities Exchange Act of 1934 (Proposed Rule 10D-1), which would require national securities exchanges and associations to adopt listing standards (New Listing Standards) that would prohibit the initial or continued listing of securities of an issuer that has not adopted and complied with a written compensation recovery policy (Policy) providing that the issuer will recover erroneously awarded incentive-based compensation that is received (1) by an individual who was an "executive officer" at any time during the performance period for such incentive-based compensation (2) during the three completed fiscal years immediately preceding the