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Proposed Pay-for-Performance Disclosure

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May 05, 2015 | Barbara Baksa

Proposed Pay-for-Performance Disclosure

As expected (and as I blogged last week), the SEC has issued a proposal for the pay-for-performance disclosure required under Dodd-Frank.  Proxy disclosures aren't really my gig, so I don't have a lot more to say about this topic. Luckily, Mike Melbinger of Winston & Strawn provided a great bullet-point summary of the proposed disclosure in his blog on  I'm sure he won't mind if I "borrow" it.

The SEC Proposal, in 300 Words or Less

From Mike's blog:

  • The proposed rules rely on Total Shareholder Return (TSR) as the basis for reporting the relationship between executive compensation and the company’s financial performance.
  • Based on the explicit reference to “actually paid” in Section 14(i), the proposed rules exclude unvested stock grants and options, thus continuing the trend to reporting realized pay. Executive compensation professionals will need to sharpen their pencils to explain the relationship between these figures and those shown in the Summary Compensation Table.
  • For equity-based compensation, companies would use the fair market value on date of vesting, rather than estimated grant date fair market value, as used in the SCT.
  • The proposed rules also would require the reporting and comparison of cumulative TSR for last 5 fiscal years (with a description of the calculations).
  • The proposed rules would require a comparison of the company’s TSR against that of a selected peer group.
  • The proposed rules would require separate reporting for the CEO and the others NEOs—allowing use of an average figure for the other NEOs.
  • The proposed rules would require disclosure in an interactive data format—XBRL.
  • Compensation actually paid would not include the actuarial value of pension benefits not earned during the applicable year.
  • The proposed rules would phase in of the disclosure requirements. For example, in the first year for which the requirements are applicable [2018?], disclosure would be required for the last 3 years only.
  • The proposed rules exclude foreign private issuers and emerging growth companies, but not smaller reporting companies. However, the proposed rules would phase in the reporting requirements for smaller companies, require only three years of cumulative reporting, and not require reporting amounts attributable to pensions or a comparison to peer group TSR.

A Few More Thoughts

In the NASPP's last Domestic Stock Plan Design Survey (co-sponsored by Deloitte Consulting), usage of TSR targets for performance awards increased to 43% of respondents.  With this new disclosure requirement, will even more companies jump on the TSR-bandwagon?

At least there's one bit of good news:  the disclosure covers only the NEOs, not a broader group of officers as was originally feared.

More Information

To learn more about the proposed regs, check out our NASPP alert, which includes a number of practitioner memos.  The memo from Pay Governance includes a nifty table comparing the SEC's definition of "actual" pay to the SCT definition of pay, traditional definitions of realized and realizable pay, and the ISS definition of pay.

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