The Advisors' Blog

I don’t know about you, but I’m on the edge of my seat for tomorrow’s roundtable at the SEC, especially because so many of the participants are friends of our sites and also speaking at our upcoming “Proxy Disclosure & Executive Compensation Conferences.” (I’m always proud that we have so many members in our community who are giants in the field!)

In anticipation of the roundtable and in response to current deregulatory initiatives, the comment letters on this topic are also starting to appear. Here are a few so far that caught my eye:

1. Center on Executive Compensation – Reflecting the input of H.R. and exec comp professionals in response to questions posed in SEC Chair Paul Atkins’ May 16th statement about the roundtable – in particular, explaining the benefits to companies and investors of a more streamlined and principles-based disclosure model.

2. Farient Advisors – Supporting certain aspects of the current rules, including the concept and current definition of “Compensation Actually Paid,” but suggesting elimination of aspects of PvP, elimination of pay ratio, furnishing (rather than filing) the CD&A, and other changes intended to simplify presentations.

3. Cravath – Suggesting an alternative approach to equity award reporting that could simplify tabular disclosures, elimination of the requirement to disclose hypothetical termination scenarios for NEOs that have departed prior to filing Item 402(j) information, streamlining disclosure requirements for IPO and spin-off companies, revisions to Instruction 4 to Item 402(b) to require disclosure of performance metrics only at the time an award is earned, and revising the definition of “Compensation Actually Paid” and other aspects of PvP disclosures.

I know that a number of trade organizations, law firms, and consulting firms also have letters in process, so we’ll continue to see submissions after the roundtable. I have heard through the grapevine that comments will be most impactful if they’re submitted by late July / early August.

– Liz Dunshee