A “must” for this proxy season. The 2013 version of David Lynn, Mark Borges and Broc Romanek’s Treatise, addressing everything you need to know to comply with the SEC’s executive compensation rules—including the impact (and ramifications) of the most recent proposed disclosure enhancements that will apply to all upcoming proxy statements.
Under the SEC’s executive compensation disclosure rules, public companies must provide detailed information in their annual proxy statements about their executive pay practices and decisions. Executive compensation expert Mark Borges outlines the implications of the rules and explains the requirements for preparing a Compensation Discussion and Analysis, Summary Compensation Table, and their related disclosures.
The reform act provides for say-on-pay and say-on-golden-parachute shareholder advisory votes and enhanced independence for compensation committees and their advisers. It also requires new disclosures relating executive compensation to corporate performance and to median employee compensation, mandates clawbacks, and directs regulators to craft rules prohibiting incentive pay arrangements that create excessive risks for financial institutions. The act becomes effective in stages, starting in 2011.
(from the January 5, 2011 issue of The Review of Securities and Commodities Regulation)
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