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 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.
Outline
- Historical background on pay vs. performance: Section 953(a) of Dodd-Frank
- Changes made in final 2022 regs from 2015 proposed regs
- New tabular disclosures
- Describing the relationship between pay and performance
- Calculating compensation actually paid
- Phase in requirements for large companies
- Small company disclosures
- Steps reporting companies should take now
Benefits
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?
Faculty
Michael L. Lawhead
Partner
Nixon Peabody
Mr. Lawhead has nearly 20 years of experience in capital markets and securities, mergers and acquisitions, venture... | Read More
Mr. Lawhead has nearly 20 years of experience in capital markets and securities, mergers and acquisitions, venture capital, private equity, and general corporate governance matters. He works with clients ranging from privately held emerging growth companies to large public companies as well as investment banks, venture capital funds and private equity funds, primarily in the life sciences, healthcare, and technology industries. Mr. Lawhead represents companies and investment banks (as underwriters, placement agents, and sales agents) in primary and secondary public offerings of debt and equity securities. He also advises publicly held companies in complying with federal securities laws and regulations and stock exchange listing rules, particularly with respect to disclosure and corporate governance obligations. Further, Mr. Lawhead acts as outside general counsel to assist clients in general corporate and securities matters, including SEC reporting and compliance, Nasdaq and NYSE listing and compliance, corporate governance, investor relations, and executive compensation.
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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
Mr. Ocker advises public companies, boards of directors and high-profile executives on compensation and corporate governance issues. He is often referred to as the “CD&A/Say on Pay Doctor.” He is the only lawyer known to have represented chip war adversaries Intel and Advanced Micro Devices simultaneously.
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Benjamin T. Gibbs
Attorney
Pillsbury Winthrop Shaw Pittman
Mr. Gibbs works with stakeholders on federal and state benefit plan regulation and assists employers as they design,... | Read More
Mr. Gibbs works with stakeholders on federal and state benefit plan regulation and assists employers as they design, implement and maintain competitive benefit and executive compensation programs.
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