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ARTICLE · 14 MAY 2015

SEC Proposes Pay Versus Performance Disclosure Rule

When an issuer has two or more CEOs serving during a fiscal year, the total of the compensation paid to all persons serving as CEO in that year would be required to be presented.

United StatesCorporate/Commercial Law

The Securities and Exchange Commission (SEC) recently proposed adding new Item 402(v) to Regulation S-K (Item 402(v)) to implement the pay versus performance disclosure requirements of Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 953(a)).1

Item 402(v) as proposed by the SEC (Proposed Rule) would require a public company subject to the Proposed Rule (issuer) to disclose in tabular form for each of its last five completed fiscal years:

  • two different measures of compensation for its named executive officers (NEOs)—total compensation as disclosed in the issuer's summary compensation table and compensation "actually paid" (calculated as provided in the Proposed Rule); and

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