SEC Reopens Comment Period for Pay Versus Performance

Washington D.C., Jan. 27, 2022 —

The Securities and Exchange Commission today reopened the comment period on proposed rules under the Dodd-Frank Act requiring disclosure of information reflecting the relationship between executive compensation actually paid by a company and the company’s financial performance.

“If adopted, this proposed rule would strengthen the transparency and quality of executive compensation disclosure,” said SEC Chair Gary Gensler. “The Commission has long recognized the value of information on executive compensation to investors. In 2015, the Commission proposed rules to implement the Dodd-Frank Act’s ‘pay versus performance’ requirement. In this reopening release, we are considering whether additional performance metrics would better reflect Congress’s intention in the Dodd-Frank Act and would provide shareholders with information they need to evaluate a company’s executive compensation policies.”

This reopening in part is due to certain developments since 2015 when the proposing release was issued, including developments in executive compensation practices. The reopened comment period permits interested parties to submit further comments and data on the rule amendments the Commission first proposed in 2015 and welcomes comments in response to certain changes from the 2015 proposal that the Commission is considering, as well as additional questions being raised by the Commission in its reopening release.

The public comment period will remain open for 30 days following publication of the release in the Federal Register.

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