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ARTICLE · 31 JANUARY 2022

The SEC's Pay-versus-Performance Disclosure Proposal Is Back

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The original comment period closed on July 6, 2015.

United StatesCorporate/Commercial Law
Melissa Pfeuffer
Melissa Pfeuffer
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On January 27, 2022, the US Securities and Exchange Commission (SEC) reopened the comment period for the proposed "pay-versus-performance" rules mandated by the Dodd-Frank Act, which would require disclosure of information regarding a company's executive compensation and the company's financial performance. The original comment period closed on July 6, 2015.

The compensation discussion and analysis required by Item 402 of Regulation S-K is more "principles-based" when it comes to explaining the relationship between executive pay and performance.

In its original proposal in 2015, the SEC noted that it was proposing this disclosure requirement to give company shareholders "a new metric for assess[ment]" when voting on executive compensation under the Securities Exchange Act of 1934 (Exchange Act).

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