October 12, 2022
As part of the U.S. Securities and Exchange Commission’s Final Rule on Pay versus Performance, reporting companies are required to include certain additional language and tabular disclosures in Schedule 14A and Schedule 14C filings, using machine-readable interactive data files (iXBRL format) with compliance dates beginning for fiscal years ending on or after December 16, 2022.
A General Overview
Effective October 11, 2022, Item 402(v) of Regulation S-K requires all reporting companies (other than emerging growth companies, registered investment companies or foreign private issuers), such as business development companies (“BDCs”) and smaller reporting companies (“SRCs”), to describe the relationship between executive compensation actually paid by the reporting company and the financial performance of the reporting company over the period of disclosure. Executive compensation and performance data must be included in a tabular format and contain iXBRL tagging. This structure will provide investors with an independent location to review comparisons between pay versus performance and comparisons over a duration extended past the most recent reporting period.
Distinct descriptions of the relationships between compensation actually paid and three measures of financial performance, as well as between the reporting company’s total shareholder return (“TSR”) and TSR of a peer group over the reporting company’s five most recently completed fiscal years. are required to be provided. Reporting companies (non-SRCs) will be required to provide an unranked list of the most important financial performance measures (three to seven) used by the reporting company to link executive compensation actually paid during the last fiscal year to company performance.
Affected Form Types:
Tabular Disclosure Requirements:
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | Net Income | [Company SelectedMeasure]* | |
| Total Shareholder Return | Peer Group Total Shareholder Return* | |||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| Y1 | ||||||||
| Y2 | ||||||||
| Y3 | ||||||||
| Y4* | ||||||||
| Y5* | ||||||||
* SRCs are exempt from reporting in the table.
iXBRL Requirements:
Final Rule
For more information, please see the SEC’s final rule: https://www.sec.gov/rules/final/2022/34-95607.pdf
Compliance Dates and Affected Entities
December 16, 2022*: For fiscal years ending on or after.
*SRCs are permitted to provide two years of data, instead of three, in the first filing following the December 16, 2022 compliance date. iXBRL tagging will be required beginning in the third filing following the compliance date.
Questions?
Contact us today if you have questions. Our team of regulatory experts has studied the rules and is available to help guide you through the process.
