Executive Compensation

In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that fails to adopt and implement a clawback policy.

The Staff of the Division of Corporation Finance has issued Compliance and

On January 17, 2023, the annual NYSE Guidance Memo and NYSE American Guidance Memo (each, a “Guidance Memo” and collectively, the “Guidance Memos”) were released. The Guidance Memos highlighted policies significant and applicable to all NYSE-listed and NYSE American-listed companies. Policies mentioned included those related to: (i) the timely alert and material news policies, including

On October 26, 2022, the US Securities and Exchange Commission (SEC) adopted new Rule 10D-1, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy requiring the recovery, or “clawback,” of certain incentive-based executive compensation. Recovery under a

On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandate that requires SEC-reporting companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of

On June 8, 2022, the US Securities and Exchange Commission (“SEC”) issued a release (“New Reopening Release“), reopening the comment period on the clawback listing standard rules that it proposed in 2015 (“2015 Proposal“). At the same time, the SEC made available a memorandum prepared by the staff of the SEC’s

On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would require SEC reporting companies to make expanded disclosure of the relationship between executive pay and a company’s financial performance.

On January 27, 2022, the US Securities and Exchange Commission (SEC) reopened the comment period for the proposed “pay-versus-performance” rules mandated by the Dodd-Frank Act, which would require disclosure of information regarding a company’s executive compensation and the company’s financial performance. The original comment period closed on July 6, 2015.

The compensation discussion and analysis

Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the company’s investors. Advance planning, careful drafting and multi-faceted review greatly contribute to a successful proxy and annual report season,

Benefits & Compensation University: Hot Topics in Executive Compensation
October 31, 2021 Webinar | 12:00pm – 1:30pm EDT 
Register here

Please join us for Mayer Brown’s Benefits & Compensation University. During this webinar series, we are exploring ERISA, benefits and compensation issues in depth and hearing from leading Mayer Brown lawyers about the changing

September 10 and October 3, 2019

Please join us in either Chicago or New York for our 2nd Annual Executive Compensation University.

During this half-day program, we will explore tax, employment and securities issues impacting executive compensation and hear from leading Mayer Brown lawyers about the changing regulatory landscape as they provide practical, business-focused guidance