News & Analysis as of

Dodd-Frank Wall Street Reform and Consumer Protection Act Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act is a United States federal statute signed into law on July 21, 2010. The Act was passed in response to the Great Recession of the late 2000s and... more +
The Dodd-Frank Wall Street Reform and Consumer Protection Act is a United States federal statute signed into law on July 21, 2010. The Act was passed in response to the Great Recession of the late 2000s and includes broad reforms related to many aspects of the financial and banking industry. Notable sections of the Act include stricter regulations of the derivatives market, as well as the Volcker Rule, which restricts the trading practices of FDIC-insured institutions.    less -
Cooley LLP

Changes Brewing For Executive Compensation Disclosure Requirements?

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The Securities and Exchange Commission (SEC) last week announced that, on June 26, 2025, it will host a roundtable meeting to discuss potential updates to the existing executive compensation disclosure requirements. The...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Upcoming Roundtable on Executive Compensation Disclosure Requirements

On May 16, 2025, the U.S. Securities and Exchange Commission announced that it will host a Roundtable on Executive Compensation Disclosure Requirements on June 26, 2025. SEC Chairman Paul S. Atkins issued a statement on the...more

Latham & Watkins LLP

Is the SEC Clawback Rule Unlawful?

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Nasdaq and NYSE-listed companies must have a compensation recovery policy that complies with the Securities and Exchange Commission’s clawback rule. The rule requires the clawback of executive compensation after an accounting...more

Orrick, Herrington & Sutcliffe LLP

FDIC withdraws proposed rulemaking on brokered deposits, others

On March 3, the FDIC Board of Directors approved the withdrawal of three proposed rules. Specifically, the Board allowed the withdrawals of: (i) an August 23, 2024, notice of proposed rulemaking that would have revised...more

Vinson & Elkins LLP

Executive Compensation Under the New Administration

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President-elect Donald Trump’s impending return to power on January 20, 2025, has created uncertainty and challenges for proxy advisory firms, such as ISS and Glass Lewis, which provide voting recommendations to investors on...more

Snell & Wilmer

ISS Updates its Executive Compensation Policy FAQs for 2025 Proxy Season

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Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, recently updated its Executive Compensation Policy Frequently Asked Questions (“FAQs”). A full link to the ISS guidance can be found here....more

Snell & Wilmer

2024 End-of-Year Plan Sponsor “To Do” List (Part 4) Executive Compensation

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As 2024 comes to an end, we are pleased to present our traditional End-of-Year Plan Sponsor “To Do” Lists. This year, we present our “To Do” Lists in four separate SW Benefits Updates. Part 1 addressed health and welfare plan...more

Snell & Wilmer

ISS Issues Guidance on “Robust” Clawback Policies

Snell & Wilmer on

On October 11, 2024, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, updated their Equity Compensation Policies Frequently Asked Questions (“FAQs”) to define what it means for a clawback policy...more

Cooley LLP

ISS Issues Off-Cycle US Executive Compensation FAQ on Meaning of ‘Robust’ Clawback Policy

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On October 11, 2024, Institutional Shareholder Services (ISS) released a new FAQ regarding clawback policies as an update to its United States Executive Compensation Policies, which give insight into, among other things, ISS...more

Cooley LLP

Do companies adopt clawback policies exceeding minimum SEC requirements?

Cooley LLP on

In 2022, after seven years of marinating on the SEC’s long-term agenda, the SEC adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. The rules directed the national securities exchanges to establish...more

Troutman Pepper Locke

The Impact of Dodd-Frank Clawback Policies on NQDC Plans

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Dodd-Frank clawback policies require covered companies to promptly recover any “erroneously award compensation” received by certain current or former “executive officers.” “Erroneously awarded compensation” refers to...more

Mayer Brown Free Writings + Perspectives

DFA Era Incentive-Based Compensation Rule

In recent remarks, Securities and Exchange Commission Commissioner Lizarraga called on the SEC to move forward to implement the rulemaking mandate in Section 956 of the Dodd-Frank Act.  The Commissioner was speaking at an...more

Troutman Pepper Locke

Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast

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In this episode of The Consumer Finance Podcast, Chris Willis delves into the renewed focus on incentive compensation by federal financial regulators. Joined by colleagues Sheri Adler and Jina Davidovich from the Employee...more

Latham & Watkins LLP

Agencies Issue Joint Proposal to Curb Incentive-Based Compensation in the Financial Services Industry

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The proposal seeks to make executive compensation arrangements more sensitive to risk and would require complex risk management programs to ensure compliance....more

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

Proskauer - Employee Benefits & Executive...

Glass Lewis and ISS Announce Updates For 2024 Proxy Season

Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024.  This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more

Proskauer - Employee Benefits & Executive...

Dodd-Frank Clawback Policy: Additional Action Required for NYSE-Listed Companies by December 31, 2023

Public companies nationwide have spent their summer and fall compensation seasons finalizing compensation clawback policies ahead of the December 1, 2023 deadlines set by the New York Stock Exchange (the “NYSE”) and the...more

Skadden, Arps, Slate, Meagher & Flom LLP

December 1 Deadline Approaches for Listed Companies To Adopt a Dodd-Frank Compliant Clawback Policy

By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more

Katten Muchin Rosenman LLP

See Katten's Model Clawback Policy as Mandatory Rules Take Effect

As we previously noted, the Securities and Exchange Commission (SEC) adopted long-delayed rules on October 26, 2022, which will require companies to implement mandatory "clawback" policies with respect to incentive-based...more

Sheppard Mullin Richter & Hampton LLP

Stock Exchange Deadline Approaches for Adopting SEC Compliant Clawback Policy

With the Labor Day holiday now in the rear view mirror, we wanted to remind companies whose shares are listed on the NYSE/Nasdaq stock exchanges that the deadline for implementing a so-called “Clawback Policy” is fast...more

Bass, Berry & Sims PLC

Practical Considerations for Adopting a Clawback Policy in Advance of Effective Date of NYSE and Nasdaq Listing Standards

On June 9, 2023, the Securities and Exchange Commission (SEC) approved proposed amendments of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) to their respective listing standards to implement the...more

Husch Blackwell LLP

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

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On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Approves Stock Exchange Rules for Dodd-Frank Clawbacks

On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more

BakerHostetler

SEC Approves Final Nasdaq and NYSE Rules Regarding Recovery of Incentive-Based Executive Compensation Awarded in Error with...

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The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of issuers that do not develop and...more

Troutman Pepper Locke

Clawback Policies Required by December 1

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The New York Stock Exchange (NYSE) and Nasdaq amended their previously proposed clawback listing standards on June 5 and June 6 respectively to give listed companies until December 1 to adopt required clawback policies. On...more

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