The Advisors' Blog

– Liz Dunshee

Today’s the effective date for the new $250 million “smaller reporting company” threshold. This Pearl Meyer blog summarizes how newly-eligible companies can benefit from “scaled disclosure” on executive compensation topics (also see this blog from Mike Melbinger). Here’s an excerpt:

– No CD&A (but some scaled narratives are required);
– Fewer NEOs (just the PEO and next two highly compensated officers, and up to two former officers if applicable);
– Two years (vs three) in the Summary Compensation Table;
– Certain tables not required (e.g., GPBA, Option Exercises/Stock Vesting, Pension, NQDC);
– No CEO Pay Ratio;
– No discussion of compensation risk policies; and
– No description of retirement benefit plans.

Companies can choose to use scaled disclosure on an item-by-item basis – so you can still provide more information if you want. See this blog from Mark Borges for an approach to “intermediate” disclosure that provides more than the bare minimum.

Lastly, remember that many newly-eligible smaller reporting companies will continue to be “accelerated filers” – with all that status entails (e.g. the deadlines for Exchange Act filings haven’t changed).