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Latest Developments

SEC Proposes Rules on Clawback Policies for Executive Compensation
Jul 06,2015

This memo provides a summary of the SEC's proposed rule to implement the compensation recovery provisions of Section 954 of the Dodd-Frank Act, including the compensation and individuals subject to recover, recovery period, and related disclosures.

SEC Proposes Rules on Clawback Policies
Jul 06,2015

This memo use a Q&A approach to explain the SEC's proposed rule to implement the compensation recovery provisions of Section 954 of the Dodd-Frank Act.

SEC Proposes Sweeping Rule on Incentive Pay Clawbacks
Jul 06,2015

This memo takes an in-depth look at mechanices of the SEC's proposed rule to implement the compensation recovery provisions of Section 954 of the Dodd-Frank Act.

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The State of Play on Clawbacks and Forfeitures Based on Misconduct
Jun 11,2019

Clawback policies have been common for some time. However, because implementation of the proposed Dodd-Frank clawback rules may never be finalized, companies are beginning to implement or update executive compensation recoupment and forfeiture rules on their own based on investor sentiment, good governance principles, and recent events.

Clawbacks of Executive Compensation
Oct 31,2015

This article provides a history of clawback provisions and discusses issues companies should consider when implementing a clawback policy.

Include Restrictive Covenants in Equity Grants? Why Not?
Jun 02,2014

Many companies require all new hires to sign restrictive covenant agreements (e.g., non-compete, non-solicitation, confidentiality and non-disclosure). While the enforceability of such provisions varies by state, courts often take a dim view of such agreements (particularly those with non-competes), and are reluctant to enforce provisions that are not reasonable in duration, geography or scope of duties. Two recent decisions, however, strongly suggest that courts outside of California will enforce online restrictive covenants in stock award agreements.

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Proposed Section 162(m) Regs: Clawbacks
Jan 14,2020
Barbara Baksa

Query: Is a contract under which compensation is paid legally binding if the compensation can be recovered by the company under certain circumstances? Find out in today's blog.

Three SEC Updates to Keep an Eye on
Jun 04,2019
Barbara Baksa

Are we going to see updates to Rule 701 and Form S-8 this year? Plus, the status of remaining Dodd-Frank rulemaking and proposed accelerated filer definitions.

Hertz’s Quest for $70 Million in Clawbacks
May 16,2019
Jennifer Namazi

In a claim to recoup $70 million in incentive pay from former executives, Hertz asserts that the corporate "tone at the top" meets the misconduct threshold of their clawback policy.

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Webcasts

Dodd-Frank 5 Years On – The Adventure Continues
Jan 20,2016

Where we have been, where we are, and what is still to come.

Surveys & Studies

Executive Summary and Selected Results for the 2019 Domestic Stock Plan Design Survey
Mar 10,2020

Key trends in the design of restricted stock/unit, performance award, and stock option programs.

The ClearBridge 100 Report
May 31,2018

This ClearBridge 100 Report presents findings on various executive compensation policies, including compensation recovery (clawback) policies, stock ownership guidelines and post-vesting holding requirements, anti-hedging policies and anti-pledging policies, and target compensation positioning philosophies. The ClearBridge 100 is comprised of 100 S&P 500 companies.

Regulations & Statutes

SEC Releases 33-9861, 34-75342: Recovery of Erroneously Awarded Comp
Jul 01,2015

Proposed rule to implement the provisions of Section 954 of the Dodd-Frank Act, which requires the Commission to adopt rules directing the national securities exchanges to prohibit the listing of any security of an issuer that is not in compliance with requirements for disclosure of the issuer’s policy on recovery of incentive-based compensation that is received in excess of what would have been received under an accounting restatement.

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The National Association of Stock Plan Professionals is the largest and oldest professional association for the stock and executive compensation community, with over two decades of leadership providing expert resources, education and other benefits for our more than 6,000 members across 32 affiliated chapters.

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