May 25, 2023
The Pay & Proxy Podcast: Adopting a Dodd-Frank Compliant Clawback Policy
We’re kicking off a new podcast series here on CompensationStandards.com! For our first episode, K&L Gates partner Ali Nardali joins me to discuss clawbacks—since all signs point to the need to “short list” this action item and we suspect many companies haven’t had much bandwidth to focus on the exchange listing rules yet with proxy season in full swing. Ali shares a lot of practice pointers in this short, 17-minute podcast, and we cover the following topics:
– Overview of the new clawback requirements
– Types of compensation covered—and not covered—by a Dodd-Frank clawback policy
– Whether compensation clawed back is on a pre- or post-tax basis
– The time period covered in the event of a financial restatement
– Whether companies can indemnify or insure their officers against a clawback
– Common issues, complications and considerations, including:
- Going beyond Dodd-Frank’s requirements
- Having one policy or two
- Considerations for compensation program design
To better understand how companies are handling some of these considerations, we’re also running a short, anonymous survey on clawback policies. Please take a moment to participate!
For future episodes of this new podcast series, the idea is to focus on topics of interest to the members of this site, including executive and director pay trends, compensation governance and disclosure considerations. Like our other podcasts, we hope to talk to folks—in the compensation space—willing to spend 15 minutes sharing a little bit about themselves, their work, or topics they find interesting. If you have something you’d like to talk about, please feel free to reach out to me via email at mervine@ccrcorp.com.
– Meredith Ervine