The SEC announced today that it reopened the comment period for the Dodd-Frank Act-prompted executive compensation clawback proposal the day after canceling the open meeting that was scheduled for that purpose. As previously reported, this rulemaking was moved from the SEC’s Long-Term Actions on the Fall 2020 agenda to its Spring 2021 agenda.
The reopening release raises additional questions for consideration, including potentially revising the scope of the proposal to encompass additional accounting restatements and requiring additional disclosure on how companies calculate the recoverable amount, and questions whether and how the estimated costs and benefits associated with the proposal may have changed in view of the increased voluntary adoption of compensation clawback policies since the proposal was issued in 2015. The Society commented on the 2015 proposal here and additional comment letters are here.
Comments on all aspects of the 2015 proposal and the additional questions raised in the reopening release are due 30 days after publication in the Federal Register. The Society plans to comment.
See the Fact Sheet and SEC Chair Gary Gensler’s statement and additional resources on our Clawbacks page.