SEC Staff Issues Interpretations Relating To The Final "Pay Versus Performance" Disclosure Rules

On February 10, 2023, the Securities and Exchange Commission (the "SEC") Staff issued a series of Compliance & Disclosure Interpretations (CD&Is) relating to the final "pay versus performance" disclosure rules. These CD&Is cover a range of topics, including use of peer groups, valuation, disclosure of financial performance measures, and presentation of footnotes to the pay versus performance table. As the 2023 proxy season is fast approaching, and calendar-year companies are preparing to finalize initial disclosures, it is important for issuers to review this guidance to ensure no changes need to be made to its draft disclosures.

Overview of Final Pay Versus Performance Rules

On August 25th, 2022, the SEC adopted final pay versus performance rules, now codified in Item 402(v) of Regulation S-K, requiring registrants to disclose information reflecting the relationship between "executive compensation actually paid" by a registrant and the registrant's