Executive Compensation and the New SEC Dodd-Frank Clawback Rules: Key Provisions, Consequences of Noncompliance

Strafford

This CLE webinar will provide executive compensation and employee benefits counsel an in-depth analysis of the new SEC Dodd-Frank clawback rules and compliance challenges stemming from the new rules. The panel will discuss key requirements under the final clawback rules; the impact on incentive-based compensation, reporting, and disclosure requirements; executives who are subject to the rules; exclusions; recovery periods; and key considerations and next steps for companies.

Description

On Oct. 26, 2022, the SEC adopted its long-awaited final rules on compensation clawbacks. Under these rules, national securities exchanges must adopt formal listing standards that will require publicly listed companies to establish compensation clawback policies that meet the standards prescribed in the new clawback rules.

Under the new SEC clawback rules, companies will be required to recover incentive-based compensation received by any current or former executive officer if such compensation was based on erroneously reported financial information. Furthermore, any publicly-traded company that does not adopt and enforce a clawback policy that complies with the applicable listing standard and in accordance with SEC rules is subject to being removed from a stock exchange.

Executive compensation and employee benefits counsel must have a thorough understanding of what constitutes an "accounting restatement," who is deemed an "executive officer," what types of compensation should be treated as "incentive-based compensation," and the three-year lookback period which must be considered in connection with any clawback. With limited exclusions under the new SEC clawback rules, its imperative that companies and their counsel implement new or modify current policies in light of the new clawback rules.

Listen as our authoritative panel discusses the key requirements under the final clawback rules, their impact on incentive-based compensation, reporting and disclosure requirements, exclusions, and next steps for companies subject to the new clawback rules.

Outline

1. Overview of clawback rule: Section 954 of Dodd-Frank
2. Formulating and modifying a clawback policy
3. Key areas of interest
   • Executive officers
   • Incentive-based compensation
4. Three-year lookback
5. Filing and reporting requirements
6. Penalty for failure to comply and best practices for publicly traded companies

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