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SEC Adopts Final Dodd-Frank Act Clawback Rules: An A-To-Z Explanation
Jones Day 
[Guidance Overview] Nov. 14, 2022 "[T]he SEC's final rules do not permit listed issuers to condition clawback in any way on the fault or culpability of an affected executive officer regarding the accounting restatement, to implement de minimis thresholds for clawbacks or recoverable amounts of erroneously awarded incentive compensation, or allow for boards of directors to exercise broad discretion in connection with determining whether certain compensation should be clawed back in light of the circumstances." |
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