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Executive Compensation and the New SEC Dodd-Frank Clawback Rules: Key Considerations

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, March 1, 2023

Recorded event now available

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This CLE webinar will provide an in-depth analysis of the new SEC Dodd-Frank clawback rules and challenges stemming from the new rules. The panel will discuss key requirements under the final clawback rules; the impact on incentive-based compensation, reporting, and disclosure requirements; executives who are subject to the rules; exclusions; recovery periods; and other practical considerations and next steps for companies.


On Oct. 26, 2022, the SEC adopted its long-awaited final rules on compensation clawbacks. Under these rules, national securities exchanges must adopt formal listing standards that will require publicly listed companies to establish compensation clawback policies that meet the standards prescribed in the new clawback rules. At the time of this webinar, the exchanges are expected to have released their proposed listing standards.

Under the new SEC clawback rules, companies will be required to recover incentive-based compensation received by any current or former executive officer if such compensation was based on erroneously reported financial information. Furthermore, any publicly-traded company that does not adopt and enforce a clawback policy that complies with the applicable exchange’s listing standard and in accordance with SEC rules risks being delisted from the exchange.

Executive compensation, securities and corporate governance counsel must have a thorough understanding of what constitutes an "accounting restatement," who is an "executive officer," what types of compensation should be treated as "incentive-based compensation," and the three-year lookback period which must be considered in connection with any clawback. With limited exclusions under the new SEC clawback rules, it is imperative that companies implement new or modify current policies in light of the new clawback rules.

Listen as our authoritative panel discusses the key requirements under the final clawback rules, their impact on incentive-based compensation, reporting and disclosure requirements, exclusions, and next steps for companies subject to the new clawback rules.



  1. Overview of clawback rule: Section 954 of Dodd-Frank
  2. Formulating and modifying a clawback policy
  3. Key areas of interest
    1. Executive officers
    2. Incentive-based compensation
  4. Three-year lookback
  5. Filing and reporting requirements
  6. Penalty for failure to comply and best practices for publicly traded companies


The panel will review these and other issues:

  • Which officers and what types of compensation are subject to the new clawback rules?
  • What time period is compensation potentially subject to a clawback?
  • How to calculate the amount to be recovered?
  • What are the filing and reporting requirements associated with the new rules?
  • Special considerations under the NYSE and Nasdaq proposed listing standards
  • Other related clawback considerations, including the DOJ’s focus on compensation clawbacks


Hart, Colleen
Colleen Hart

Proskauer Rose

Ms. Hart advises companies, executives and boards on complex executive compensation matters. She offers a...  |  Read More

Napalkova, Ekaterina
Ekaterina (Kate) Napalkova

Proskauer Rose

Ms. Napalkova advises public and private companies, private investment funds, executives and boards on a broad range of...  |  Read More

Rattner, Andrea
Andrea S. Rattner

Proskauer Rose

Ms. Rattner counsels clients with respect to tax, securities, corporate governance, stock exchange, ERISA and other...  |  Read More

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