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Directorship Fall 2022 / Key Items for Directors to Review Ahead of First SEC Pay Versus Performance Disclosures

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Key Items for Directors to Review Ahead of First SEC Pay Versus Performance Disclosures

By Eric Gonzaga, Rob Storrick, and Katie Weiss

10/01/2022

Directorship Magazine

On Aug. 25, the US Securities and Exchange Commission (SEC) released final rules for the pay versus performance disclosure originally required in the Dodd-Frank Act of 2010. The disclosure requirement, which will be effective for fiscal years ending on or after Dec. 16, 2022, will take the form of an additional table that will be included in future proxy statements. Companies will need to report compensation and financial calculations that have not been previously required, including compensation actually paid, an average of compensation for non-CEO named executive officers, company and peer group total shareholder return (TSR), and a company-selected measure that represents the strongest link between organizational pay and performance …

Grant Thornton is a NACD partner, providing directors with critical and timely information, and perspectives. Grant Thornton is a financial supporter of the NACD.

Eric Gonzaga
Eric Gonzaga is the national managing principal at Grant Thornton.

Rob Storrick
Rob Storrick is a senior manager of Human Capital Services at Grant Thornton.

Katie Weiss
Katie Weiss is a senior associate at Grant Thornton.

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