Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 05 MAY 2015

SEC Proposes Pay Versus Performance Disclosure Requirements

Jones Day
Jones Day
Contributor
Jones Day

Jones Day

Jones Day is a global law firm with more than 2,400 lawyers in 40 offices across five continents....

View firm profile
Explore more from Jones Day

On April 29, 2015, the SEC issued a proposing release regarding the so-called "pay versus performance" disclosure mandated by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

United StatesCorporate/Commercial Law
Robert Clarkson
Robert Clarkson
Stephen Coolbaugh
Stephen Coolbaugh
Robert Profusek
Robert Profusek
Charles Haag
Charles Haag
James O'Bannon
James O'Bannon
Kimberly Pustulka
Kimberly Pustulka
Justin Reinus
Justin Reinus
Robin Melman
Robin Melman
Author LinkedIn connections

On April 29, 2015, the SEC issued a proposing release regarding the so-called "pay versus performance" disclosure mandated by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposed rules would require certain companies registered under Section 12 of the Securities Exchange Act of 1934 (excluding, for example, emerging growth companies and foreign private issuers) to disclose in both tabular and narrative or graphical format the relationship between "actually paid" named executive officer ("NEO") compensation and total shareholder return ("TSR") performance in their proxy statements.

Required Disclosure

The proposed rules require each company to provide tabular disclosure of NEO compensation and TSR performance as follows:

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

View source

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

Healthcare Trends & Transactions Q2 2026

Healthcare M&A activity maintained steady momentum through Q2 2026, driven by physician practice consolidation, AI-enabled technology acquisitions, and strategic outpatient expansion. Private equity investment persisted despite intensifying regulatory scrutiny of MSO arrangements, while digital health buyers paid significant premiums for platforms demonstrating production-grade AI capabilities and proprietary data assets.
United StatesCorporate/Commercial Law
Bass, Berry & Sims PLC
Bass, Berry & Sims PLC
Article

CLIENT ALERT: 2026 Mid-Year Update On SEC And CFTC Enforcement

The SEC and CFTC have fundamentally shifted their enforcement approach in 2026, moving away from high-volume technical violations toward targeted actions addressing serious fraud and market manipulation. This mid-year update examines new leadership priorities, enhanced inter-agency coordination, revised cooperation policies, the elimination of "no-deny" settlement provisions, and a landmark Supreme Court ruling on disgorgement that collectively reshape the regulatory landscape for market participants.
United StatesCorporate/Commercial Law
Sher Tremonte
Sher Tremonte
Article

The Big Long List Of U.S. AI Laws

State legislatures across the U.S. have enacted a complex web of AI regulations affecting private sector businesses, spanning employment decisions, healthcare applications, consumer interactions, and digital rights. These laws impose compliance obligations including bias audits, disclosure requirements, and restrictions on automated decision-making, with enforcement mechanisms ranging from regulatory oversight to private rights of action. Understanding which state laws apply to your AI systems is critical,
United StatesCorporate/Commercial Law
Taft, Stettinius & Hollister LLP
Taft, Stettinius & Hollister LLP
Article

Ninth Circuit Vacates CFAA Injunction Against Perplexity's Comet AI Agent

The Ninth Circuit Court of Appeals vacated a preliminary injunction against Perplexity AI, determining that when an AI agent acts at a user's direction, it is the user—not the AI company—who "accesses" computer systems under federal and California computer fraud statutes. This landmark appellate decision addresses how existing computer-access laws apply to agentic artificial intelligence and has significant implications...
United StatesMedia, Telecoms, IT, Entertainment
Jones Day
Jones Day
Article

EU Commission Pushes for Transposition of the EmpCo Directive on Environmental Claims

The European Commission has initiated infringement procedures against 20 EU Member States for failing to transpose the EmpCo Directive by the March 27, 2026 deadline. This directive aims to combat greenwashing by requiring substantiation of environmental claims and third-party certification for sustainability labels, with full implementation expected by September 27, 2026.
European UnionConsumer Protection
Jones Day
Jones Day
Article

Commission Proposes EU Public Procurement Act

The European Commission has proposed replacing the EU's three core procurement directives with a single, directly applicable Regulation that would fundamentally reshape how companies compete for public contracts across Member States. The reform introduces mandatory quality criteria thresholds, embeds ESG considerations as evaluation factors, and establishes new security and European-preference provisions that could restrict participation based on ownership, supply chain exposure, and strategic dependencies.
European UnionGovernment, Public Sector
Jones Day
Jones Day
Article

Federal Court Holds New York’s Climate Superfund Law Preempted By CAA

A federal court has struck down New York's Climate Change Superfund Act, which sought to recover $75 billion from fossil fuel companies based on historical emissions. The ruling found the Act preempted by the Clean Air Act, marking the first judicial decision on state climate superfund legislation and establishing that EPA's rescission of the endangerment finding does not alter preemption analysis.
United StatesEnvironment
Jones Day
Jones Day
Article

Amendment To The General Rules Under Mexico’s Anti-Money Laundering Law (LFPIORPI): Key Regulatory Changes Under Acuerdo 115/2026

Mexico's comprehensive anti-money laundering framework has undergone a sweeping transformation through Acuerdo 115/2026, introducing mandatory risk-based methodologies, enhanced client due diligence protocols, and automated monitoring requirements. With implementation deadlines beginning March 1, 2027, obligated parties conducting vulnerable activities face compressed timelines to overhaul their compliance infrastructure while navigating heightened enforcement risks and stricter beneficial ownership thresho
MexicoGovernment, Public Sector
Jones Day
Jones Day
Article

China's Supreme Court Issues Landmark Judicial Rules On AI: Implications For Product Liability, IP, Data, And Generative AI

China's Supreme People's Court has issued comprehensive judicial rules addressing artificial intelligence disputes, establishing frameworks for product liability, intellectual property rights, and data protection. These landmark opinions provide critical guidance for global companies navigating AI-related legal risks in China's evolving regulatory landscape.
ChinaIntellectual Property
Jones Day
Jones Day
Article

New EU Guidelines On Abuse Of Dominance: Recalibrated Framework, With Ample Room For Aggressive Enforcement

The European Commission has adopted final Guidelines on exclusionary abuses of dominance under Article 102 TFEU, introducing a "workable effects approach" that narrows presumptions while expanding guidance on objective justifications and recognizing sustainability benefits as valid efficiencies for the first time. These Guidelines replace the 2008 Enforcement Priorities Guidance and are expected to significantly impact enforcement practices across EU Member States and beyond, particularly for digital market
European UnionAntitrust/Competition Law
Jones Day
Jones Day