In August 2022, the Securities and Exchange Commission (SEC) adopted amendments to annual disclosure rules to require public reporting companies to provide disclosures regarding compensation “actually paid” to their named executive officers (NEOs) in relation to their companies’ financial performance over a certain period of time. The new disclosure rule, referred to as “pay versus performance” added a wrinkle for companies in advance of the 2023 proxy season. A year has passed since the new disclosure rule was adopted. It is time to take a look back at the first foray into pay versus performance disclosures with an eye to considerations for disclosures in the coming year.

History of Compensation Disclosure

The SEC has an ever-growing history of mandating disclosures with respect to compensation of directors and officers of public reporting companies. Reviewing the history of rules provides insight for how pay versus performance fits within the SEC’s overall disclosure framework regarding executive compensation.

Compensation Discussion and Analysis and Compensation Tables

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