Incentive Compensation: Clawback Provisions

Summary

This practice note describes the provisions of the Sarbanes-Oxley Act of 2002 (SOX) and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) requiring the forfeiture of compensation received by executive officers of public companies in connection with the restatement of financial statements. This practice note also discusses the new rule and rule amendments adopted by the U.S. Securities and Exchange Commission (SEC) on October 26, 2022, to implement Section 954 of Dodd-Frank.