Board Reporting

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

By Eric Gonzaga, Rob Storrick, and Katie Weiss


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 …

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

Rob Storrick
Rob Storrick
is a senior manager at Grant Thornton.

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


This article is from the Fall 2022 issue of Directorship.