One of the important provisions of the Dodd-Frank legislation was the requirement that companies registered with the Securities and Exchange Commission (SEC) disclose how the executive compensation actually paid (CAP) by the registrant company relates to the company's financial performance in both tabular and narrative disclosures.
Pay Governance recently submitted a comment letter to the U.S. Securities and Exchange Commission (SEC) on its proposed rules to modernize the disclosure of share repurchases.
The initial public offering (IPO) market has seen unprecedented activity in 2021. According to Nasdaq's IPO Calendar database, there were 1,043 U.S. public offerings between January 1, 2021 and December 31, 2021 (includes micro and small caps), with 289 of these offerings listed on the New York Stock Exchange, 754 listed on Nasdaq Exchange, and total equity raised just shy of $334 billion.
In April 2015, the Securities and Exchange Commission (SEC) proposed an amendment to Item 402 of Regulation S-K, which included specific terms and provisions for the disclosure of pay for performance (P4P) reporting.
With the increase of special purpose acquisition company (SPAC) and traditional initial public offering (IPO) activity in 2021, it seems a private company not yet contemplating a public offering is a rarity these days.
CEO pay continues to be discussed extensively in the media, in the boardroom, and among investors and proxy advisors. Despite strong TSR in 2020, CEO pay remained flat due to the negative impact of the COVID-19 pandemic, particularly resulting from lower bonus payouts.
Rule 10b5-1, established by the SEC, permits executive officers and directors of publicly traded companies to establish a trading plan for the sale or purchase of company stock and provides these individuals an "affirmative defense" against claims that shares were traded based on material non-public information (MNPI).
From time to time, the Securities and Exchange Commission (SEC) provides interpretative accounting guidance, referred to as staff accounting bulletins (SABs), to public companies.
As executive compensation advisors to the boards of many prominent publicly traded companies, we are witnesses to the revolutionary increase of women directors in the board room. Board gender diversity remains a major corporate governance objective globally. The U.S. has achieved substantial progress on gender diversity at many large publicly traded companies.
