On August 25, 2022, the US Securities and Exchange Commission (SEC) adopted final rules to implement the pay versus performance disclosure requirement mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The Dodd-Frank Act added Section 14(i) to the Securities Exchange Act of 1934, which directs the SEC to adopt rules that require registrants to clearly disclose the relationship between executive compensation actually paid and the registrant’s financial performance. More than 12 years after US Congress passed the Dodd-Frank Act, the SEC has adopted Item 402(v) of Regulation S-K to put these disclosure requirements into effect in time for the 2023 proxy season.
SEC Adopts Final Pay Versus Performance Rules
By Thomas P. Conaghan, Andrew Liazos, Eric Orsic, Heidi J. Steele and Brian Tratner on September 15, 2022
Thomas P. ConaghanThomas (Tom) P. Conaghan represents public and private companies, underwriters and other sources of capital, corporate boards and board committees, and corporate executives. He advises US- and foreign-based public companies on issues relating to mergers and acquisitions (M&A), joint ventures, strategic investments, spin-offs, public and private offerings of securities (including initial public offerings (IPOs)), disclosure, Securities and Exchange Commission (SEC) reporting, corporate governance, executive compensation, and the stock exchange-listed company rules. Tom is co-head of the Firm's Capital Markets and Public Companies Group, and partner-in-charge of the Corporate Group in the Firm's Washington, DC office. Read Tom Conaghan's full bio.
Andrew LiazosAndrew C. Liazos is the global chair of McDermott’s Benefits & Compensation Practice Group and has practiced at McDermott for over 25 years. Andrew focuses his practice on compensation and benefit matters, including related securities, M&A, IPO, private equity, international and litigation matters. Clients range from Fortune 500 companies to compensation committees to individual executives in employment and severance negotiations. Read Andrew Liazos' full bio.
Eric OrsicEric Orsic is the co-head of the Firm’s Capital Markets and Public Companies Practice Group. Eric advises clients in the areas of mergers and acquisitions, and securities transactions and compliance. He works with publicly and privately held companies to structure and negotiate business acquisitions/dispositions. His public company transactional experience includes public equity and debt offerings, tender offers and going-private transactions. Read Eric Orsic's full bio.
Heidi J. SteeleHeidi J. Steele Focuses her practice on corporate securities, mergers and acquisitions of public and private companies and corporate counseling. She has extensive experience in public and private equity and debt financings, compliance with disclosure and regulatory requirements, tender offers and mergers, acquisitions and dispositions. She advises public and private corporations on a variety of matters, including securities compliance. Read Heidi Steele's full bio.
Brian TratnerBrian J. Tratner focuses his practice on corporate advisory matters, particularly M&A and capital markets. Read Brian J. Tratner's full bio.
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