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Final SEC Pay Versus Performance Rule: New Expanded Executive Compensation Disclosures for 2023

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 Tuesday, December 20, 2022

Recorded event now available

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This CLE webinar will examine the SEC's final rule for pay versus performance disclosures, including the public companies affected by the rule and the timeline for compliance. The panel will also discuss the steps companies should take now to be able to prepare for the new expanded disclosures to be required in the 2023 proxy season.


On Aug. 25, 2022, the SEC adopted a rule requiring public companies to provide new disclosures regarding the relationship of executive compensation to the performance of the company. The new rule, promulgated pursuant to Section 953(a) of the Dodd-Frank Act, will require companies to produce in-depth, technical compensation data that is not currently required under the SEC's executive compensation disclosure regime.

Companies must now prepare a table showing the compensation actually paid to the principal executive officer, the average compensation actually paid to other named executive officers, and several measures of the company's financial performance, in each case over a five-year period. Companies must discuss in the accompanying narrative any data that might appear to show a misalignment of pay and performance.

The new disclosures must be included in proxy and information statements that are required to contain executive compensation disclosure under Item 402 of Regulation S-K and will be effective for fiscal years ending on or after Dec. 16, 2022. Thus, for most public companies, the new disclosures will first be required in their proxy statements for their 2023 annual meetings.

Listen as our authoritative panel discusses the new pay vs. performance rule and the steps public companies should be taking now to comply.



  1. Historical background on pay vs. performance: Section 953(a) of Dodd-Frank
  2. Changes made in final 2022 regs from 2015 proposed regs
  3. New tabular disclosures
  4. Describing the relationship between pay and performance
  5. Calculating compensation actually paid
  6. Phase in requirements for large companies
  7. Small company disclosures
  8. Steps reporting companies should take now


The panel will review these and other important issues:

  • What is the existing pay vs. performance disclosure regime, and what are its shortcomings?
  • How does the new rule change the approaches to calculating executive compensation and evaluating performance?
  • To what extent do the disclosure obligations vary depending on the size of a company?
  • Which disclosures must be included in the proxy statement? In SEC filings?


Lawhead, Michael
Michael L. Lawhead

Nixon Peabody

Mr. Lawhead has nearly 20 years of experience in capital markets and securities, mergers and acquisitions, venture...  |  Read More

Ocker, Jonathan
Jonathan M. Ocker

Partner; Co-Leader Board Advisory & Corporate Governance Team and Environmental, Social and Governance Team
Pillsbury Winthrop Shaw Pittman

Mr. Ocker advises public companies, boards of directors and high-profile executives on compensation and corporate...  |  Read More

Gibbs, Benjamin
Benjamin T. Gibbs

Pillsbury Winthrop Shaw Pittman

Mr. Gibbs works with stakeholders on federal and state benefit plan regulation and assists employers as they design,...  |  Read More

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