The Advisors' Blog

This blog features wisdom from respected compensation consultants and lawyers

August 20, 2020

Keeping Clawbacks on the Radar

– Lynn Jokela

I blogged the other day about a SEC settlement that included repayment of close to $2 million in incentive compensation, and last week, Liz blogged on about another clawback matter, this one involving Steve Easterbrook, the former CEO of McDonald’s.  If you’ve been following news reports, you’re likely aware McDonald’s is suing Easterbrook to claw back severance that was paid to him when Easterbrook was dismissed “without cause.”  A recent NYT DealBook article suggests that companies and legal advisors may want to revisit pay and severance policies for a closer look at “cause” definitions.  Here’s a Fenwick & West blog discussing some of the potential ramifications companies might find themselves up against when pursuing a clawback.

Many companies adopted clawback policies in the time since the SEC proposed rules directing national securities exchanges to establish listing standards relating to clawback policies.  A recent Pay Governance memo reminds companies to monitor upcoming SEC action as it’s likely the SEC will propose final rules on clawbacks in the next several months.  If so, companies will want to ensure their policies comply with the final rules – some policies may require amendment.

We’ll be discussing the latest on clawbacks and forfeiture provisions, including the trend to broaden those provisions at our “Proxy Disclosure & Executive Pay Conferences” – coming up virtually September 21st – 23rd. Register today to get the latest essential & practical guidance, direct from the experts. Here are the agendas – 15 panels over 3 days, plus interactive roundtables to discuss pressing topics.