(L-R) Katayun Jaffari and Paul Hallgren of Cozen O'Connor. Courtesy photos Pay Versus Performance Disclosures: A First-Year Recap
The new disclosure rule, referred to as "pay versus performance" added a wrinkle for companies in advance of the 2023 proxy season. A year has passed since the new disclosure rule was adopted. It is time to take a look back at the first foray into pay versus performance disclosures with an eye to considerations for disclosures in the coming year.
September 20, 2023 at 11:27 AM
10 minute read
Special Sections
In August 2022, the Securities and Exchange Commission (SEC) adopted amendments to annual disclosure rules to require public reporting companies to provide disclosures regarding compensation "actually paid" to their named executive officers (NEOs) in relation to their companies' financial performance over a certain period of time. The new disclosure rule, referred to as "pay versus performance" added a wrinkle for companies in advance of the 2023 proxy season. A year has passed since the new disclosure rule was adopted. It is time to take a look back at the first foray into pay versus performance disclosures with an eye to considerations for disclosures in the coming year.
History of Compensation Disclosure
The SEC has an ever-growing history of mandating disclosures with respect to compensation of directors and officers of public reporting companies. Reviewing the history of rules provides insight for how pay versus performance fits within the SEC's overall disclosure framework regarding executive compensation.
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J. Brugh Lower of Gibbons has entered an appearance for industrial equipment supplier Devco Corporation in a pending trademark infringement lawsuit. The suit, accusing the defendant of selling knock-off Graco products, was filed Dec. 18 in New Jersey District Court by Rivkin Radler on behalf of Graco Inc. and Graco Minnesota. The case, assigned to U.S. District Judge Zahid N. Quraishi, is 3:24-cv-11294, Graco Inc. et al v. Devco Corporation.
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Rebecca Maller-Stein and Kent A. Yalowitz of Arnold & Porter Kaye Scholer have entered their appearances for Hanaco Venture Capital and its executives, Lior Prosor and David Frankel, in a pending securities lawsuit. The action, filed on Dec. 24 in New York Southern District Court by Zell, Aron & Co. on behalf of Goldeneye Advisors, accuses the defendants of negligently and fraudulently managing the plaintiff's $1 million investment. The case, assigned to U.S. District Judge Vernon S. Broderick, is 1:24-cv-09918, Goldeneye Advisors, LLC v. Hanaco Venture Capital, Ltd. et al.
Who Got The Work
Attorneys from A&O Shearman has stepped in as defense counsel for Toronto-Dominion Bank and other defendants in a pending securities class action. The suit, filed Dec. 11 in New York Southern District Court by Bleichmar Fonti & Auld, accuses the defendants of concealing the bank's 'pervasive' deficiencies in regards to its compliance with the Bank Secrecy Act and the quality of its anti-money laundering controls. The case, assigned to U.S. District Judge Arun Subramanian, is 1:24-cv-09445, Gonzalez v. The Toronto-Dominion Bank et al.
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Crown Castle International, a Pennsylvania company providing shared communications infrastructure, has turned to Luke D. Wolf of Gordon Rees Scully Mansukhani to fend off a pending breach-of-contract lawsuit. The court action, filed Nov. 25 in Michigan Eastern District Court by Hooper Hathaway PC on behalf of The Town Residences LLC, accuses Crown Castle of failing to transfer approximately $30,000 in utility payments from T-Mobile in breach of a roof-top lease and assignment agreement. The case, assigned to U.S. District Judge Susan K. Declercq, is 2:24-cv-13131, The Town Residences LLC v. T-Mobile US, Inc. et al.
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