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SEC Pay Versus Performance Disclosure Requirements: Initial Observations

Harvard Corporate Governance

In addition to the columns for executive compensation outlined above, the new table will include the following metrics for company performance: The company’s total shareholder return (TSR), The TSR of the company’s self-selected peer group, The company’s net income, and. Measuring the Performance Element.

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Skadden Discusses New SEC Pay-Versus-Performance Compliance & Disclosure Interpretations

Reynolds Holding

On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs, relating to the final pay-versus-performance (PVP) disclosure rules adopted last year. Answer: No.

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Davis Polk Discusses NYSE and Nasdaq Clawback Rule Proposal

Reynolds Holding

Deadline for Compliance What’s next: Once published in the Federal Register, there will be a public comment period of 21 days, and then the SEC must approve both listing standards. 14 prohibits the initial or continued listing of any security of a company that is not in compliance with the clawback rule. New Section 303A.14

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2024 U.S. Proxy Season: Recent Proxy and Annual Report Developments

Harvard Corporate Governance

On August 25, 2023, two SEC compliance and disclosure interpretations (“C&DI”) were issued related to these quarterly disclosures. [1] However, the disclosure is not required to include the pricing terms of the trading arrangement. This disclosure may be provided in tabular or narrative form. 1] C&DI 133A.01

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ESG Valuation Considerations – Top Down or Bottom Up?

Value Scope

How do you justify making substantial investments and fundamental changes to corporate structures and culture without empirical evidence that it will make a direct impact on shareholder value, total shareholder return, net present value, and individual rates of return? What about stock price? Sources: [1] [link].

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SEC Commissioner Peirce on Flaws in New Clawback Rules

Reynolds Holding

The Commission “acknowledge[s] that SRCs and EGCs may face disproportionate costs of compliance as compared to other companies,” but also speculates that they “may realize disproportionate benefits.” [11] Instead, the Commission is requiring companies to claw back compensation based on stock price and total shareholder return (“TSR”).

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Skadden Discusses SEC Guidance on Pay-Versus-Performance Disclosure

Reynolds Holding

The 15 new Compliance & Disclosure Interpretations (C&DIs) are the first published guidance from the staff on the PVP rules and cover a broad range of topics. While they are helpful in answering a number of open questions, they also raise additional questions of their own and leave a number of other important issues unresolved.

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