The Advisors' Blog

This blog features wisdom from respected compensation consultants and lawyers

December 10, 2024

Clawback Policy Trends in the “SV 150”

Wilson Sonsini has released its 2024 Silicon Valley 150 Corporate Governance Report, which analyzes governance and proxy season trends among the Valley’s largest public companies. Lots of interesting stuff in here – including commentary & data points for say-on-pay, pay ratio, perks, and pay versus performance. Beginning on page 55, the report looks at clawback policy trends in the SV 150. Here are a few takeaways:

– Companies that adopted the required new NYSE/Nasdaq clawback policy overwhelmingly kept those policies strictly on terms with the NYSE/Nasdaq requirements (although a handful went beyond, either in terms of officers covered or types of conduct that could result in a clawback). 

– Even companies with more than one clawback policy only filed the one required NYSE/Nasdaq policy with the 10-K — although surprisingly 7 companies that were required to file their policy missed the requirement altogether and didn’t file it (note to form checkers in 2025 . . .). 

– At least 67 of the companies kept their old clawback policy too and describe the terms in their proxy statement.

As we’ve noted, proxy advisors – and some investors – are now factoring the scope of clawback policies into their voting decisions.

Liz Dunshee