The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.
2022 saw a flurry of activity to implement rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, a statute passed in reaction to the financial crisis of 2008 but for which enacting guidance had long been absent.
Two significant rules adopted this year in the area of executive compensation are the so-called “pay vs. performance” rules (PVP Rules) and rules on mandatory clawback of incentive compensation (the Clawback Rules). This memo focuses on insights and considerations that have arisen since the passage of the rules and highlights some practical takeaways for boards and management teams as we collectively work through compliance with rules that, in many cases, have created significant unanswered questions.
To read the full post, please click here.
For a PDF of the full memorandum, please click here.