Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between executive compensation that the company “actually paid” to its named executive officers and the company’s performance over a specified time period (“pay versus performance” disclosure). This pay versus performance disclosure is not required for emerging growth companies, foreign private issuers, or registered investment companies.

To address open questions regarding compliance with the new rules, during 2023, the SEC issued new Compliance & Disclosure Interpretations (C&DIs) along with several comment letters to issuers.