Based on the SEC’s Spring 2015 rulemaking agenda, issuers are getting additional breathing room on certain of the unfinalized executive compensation provisions under the Dodd-Frank Act. While there is no indication as to the timing of final pay-versus-performance rules, no action on final rules for pay ratio and hedging disclosure and proposed rules for compensation clawback is contemplated until the second quarter of 2016. For proxy statement purposes, this most likely means no pay ratio disclosure until the 2018 proxy season, although hedging disclosure may be in play for the 2017 proxy season. However, financial institutions subject to Dodd-Frank Section 956 need to prepare themselves for a re-proposal of rules on incentive compensation arrangements by the SEC and bank regulators in June 2015.
