Overview of the Pay Ratio Rule:

The Basic Rule -

Reporting companies subject to the rule (Subject Companies) must disclose the ratio (pay ratio) for the most recent fiscal year of (a) the median of total compensation of all employees of the Subject Company other than the principal executive officer (PEO) to (b) the compensation of the PEO.

• For purposes of this requirement, either (i) the ratio must present the amount in (a) as equal to one, or (ii) the ratio may be expressed narratively as the multiple that the amount in (b) bears to the amount in (a).

• Under the rule, Subject Companies must identify a “median employee” whose compensation will represent “the median of total compensation of all employees” for purposes of the rule.