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Executive and Director Compensation

In this section, we provide resources to help you stay informed about significant developments in executive compensation, including proposed and final SEC rules that impact executive pay determinations and disclosures, clawback actions under the Sarbanes-Oxley Act, and SEC actions targeting executive perks. We also cover trends and developments concerning director compensation and board compensation committees.

Executive Compensation

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General Trends and Developments
- U.S. Executive Compensation: 2015 Recap, Key Developments & Notable Trends (March 31, 2016)
SEC Final and Proposed Rules
- SEC Implements Dodd-Frank Pay Versus Performance Disclosure Rules (August 29, 2022)
- “The Pay Ratio Rule: Preparing for Compliance,” Practical Law (November 2015)
- SEC Issues Rule on Pay Ratio Disclosure (August 25, 2015)
- SEC Proposes Executive Compensation Clawback Rule (July 23, 2015)
- “A Close Look At The New Pay-Versus-Performance Rule,” Law360 (May 15, 2015)
- SEC Proposes Pay-Versus-Performance Rule (May 13, 2015)
- SEC Proposes Rules Regarding Disclosure of Corporate Hedging Policies (February13, 2015)
- “Playing the Dodd-Frank Shaming Game,” Wall Street Journal (Opinion) (December 3, 2014)
Sarbanes-Oxley Clawbacks
- SEC Charges Computer Sciences Corporation And Its Former Executives With Accounting Fraud, Invoking Sarbanes-Oxley’s Clawback Provision (July 6, 2015)
- SEC Files Sarbanes-Oxley Clawback Action Against Two Former CFOs (March 3, 2015)
Perks
- “A Lesson In Properly Identifying And Reporting Exec Perks,” Law360 (October 23, 2015)
- SEC Charges MusclePharm Corporation With Failure to Properly Report Executives’ Perks and Other Violations (September 24, 2015)
- SEC Charges Former CEO With Using Corporate Funds for Personal Perks Without Disclosure to Investors (April 9, 2015)

Other Compensation-Related Issues

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Director Compensation
- SEC Approves Proposed Nasdaq Rule Requiring Disclosure of Third-Party Compensation to Directors and Director Nominees (July 12, 2016)
- U.S. Executive Compensation: 2015 Recap, Key Developments & Notable Trends (March 31, 2016)
- Nasdaq Proposes Rule Requiring Disclosure of Third-Party Compensation to Directors and Director Nominees (February 16, 2016)
- Delaware Chancery Court Rules that Self-Interested Director Compensation Decisions May, Under Certain Circumstances, Be Subject to Entire Fairness Review (May 27, 2015)
- SEC Proposes Rules Regarding Disclosure of Corporate Hedging Policies (February 13, 2015)
- ISS Issues FAQs on Director Qualification Bylaws (January 22, 2014)
Compensation Committees
- NASDAQ Announces Online Availability of Final Compensation Committee Certification Form (January 21, 2014)

In This Section

Contact

Karen Hsu Kelley

Partner

+1-212-455-2408

[email protected]