Pay Versus Performance

Summary

This practice note discusses pay versus performance (sometimes referred to as pay for performance) disclosure mandated by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (111 Pub. L. No. 203, 124 Stat. 1376) (Dodd-Frank). Dodd-Frank amended the Securities Exchange Act of 1934 (Exchange Act), by adding Section 14(i) (15 U.S.C. § 78n(i)), which requires the Securities and Exchange Commission (SEC) to adopt rules requiring registrants to clearly disclose the relationship between executive compensation actually paid and their financial performance.