With all the rulemaking required under the Dodd-Frank Act, it can sometimes be hard to keep up with the status of the various rules. Below is a handy chart that details the current status of the various executive compensation rulemakings. We plan to update this periodically for additional rulemakings, so be sure to come back and visit from time to time.
Last Updated: November 2, 2015
Provision | Summary | Status of SEC Rulemaking |
Say on Pay; Say on Golden Parachutes § 951 |
Requires advisory vote of shareholders on executive compensation and golden parachutes; advisory vote on frequency of say on pay |
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Compensation Committee Independence § 952(includes comp consultant conflicts) |
Requires stock exchanges to adopt listing standards that require:
Requires disclosure of whether the committee obtained advice of a comp consultant, and whether the work raised a conflict of interest and how it was addressed |
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Clawback Policy § 954 |
Requires the company to develop, implement and disclose its policy for recovery of excess incentive-based compensation |
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Disclosure | ||
Pay versus Performance § 953(a) |
Requires disclosure of the relationship between executive compensation “actually paid” and the company’s financial performance |
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Pay Ratio – Internal Pay Equity § 953(b) |
Requires disclosure of: (1) the median of the annual total compensation of all employees (except the CEO); (2) the annual total compensation of the CEO; and (3) the ratio of the amount in (1) to the amount in (2).For purposes of the ratio, the amount in (1) equals one (1:450), or, the ratio may be expressed as a narrative (the CEO’s annual total compensation is 450 times that of the median annual total compensation of all employees) |
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Hedging § 955 |
Requires disclosure of whether any employee or director may hedge or offset any decrease in the fair market value of company stock |
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Chair and CEO positions § 972 |
Requires disclosure of chairman and CEO structure |
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