The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank” or the “Act”) includes a number of measures focused on governance and disclosure practices related to executive compensation. Although several of these measures were implemented relatively quickly (e.g., the “Say-on-Pay” requirements), a number of other measures have been delayed as the Securities and Exchange Commission (“SEC”) and other agencies continue to work through their rulemaking backlog. Recently, though, the executive compensation rulemaking process has kicked into a higher gear, with the SEC proposing several rules beginning last fall. In this Alert, we focus on three of these proposals:

- The “Clawback Policy” requirements under §954 of the Act (proposed in July 2015);

- The “Pay-for-Performance Disclosures” under §953(a) of the Act (proposed in April 2015); and

- The “CEO Pay Ratio Disclosures” under §953(b) of the Act (proposed in September 2014).