Pay Vs Performance

Expected Term Input for Re-Valuing Options for the Purposes of Pay vs. Performance

Expected Term Input for Re-Valuing Options for the Purposes of Pay vs. Performance

As part of the new Pay vs. Performance (PvP) disclosure requirement, companies must estimate the fair value of outstanding and unvested stock options held by Named Executive Officers (NEOs) as of the end of each...
Compliance & Disclosure Interpretations

Commentary on the Latest Compliance & Disclosure Interpretations (“C&DIs”) from November 2023

For Thanksgiving this year, the SEC served up 10 new Compliance & Disclosure Interpretations ("C&DIs") related to the Pay Versus Performance rules on November 21st.  The 10 new C&DIs consist of revisions to 2 prior...
New Compliance & Disclosure Interpretations (C&DIs)

Commentary on SEC’s Newly Released Compliance & Disclosure Interpretations

On September 27, 2023, the SEC released 9 new Compliance & Disclosure Interpretations ("C&DIs") that provide clarification on the new Pay Versus Performance rules (Questions 128D.14 – 128D.22).  These new C&DIs primarily focus on the...
SEC Pay vs. Performance Rules Preparing for Year 2 Compliance

SEC Pay vs. Performance Rules:  Preparing for Year 2 Compliance

Year 1 of filings related to the SEC’s Pay versus Performance disclosure is largely completed and it is already time to begin planning for Year 2. For most companies the biggest pain point is calculating “Compensation...
PVP and Private Company Challenges

Navigating PvP for Newly Public Companies

The SEC’s Pay Versus Performance (“PVP”) disclosure rules contain a variety of nuances and complexities, especially for companies that recently went public and must comply with the new rules. The SEC announced the adoption of...
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Explaining Sharing Ratio as Defined from “Pay versus Performance”

The new executive compensation disclosures under Item 402(v) (“Pay versus Performance”) have created new standardized disclosures that are rich for advanced analytics. This brief will summarize the mathematics to define a “Sharing Ratio” based on...
The SEC Pay versus Performance Rules Is the Value in an ESPP Included in Compensation Actually Paid?

The SEC Pay versus Performance Rules:  Is the Value in an ESPP Included in Compensation Actually Paid?

The SEC announced the adoption of its new pay versus performance rules, or Item 402(v) on August 25, 2022.  A detailed summary of the new rules can be found within our Alert found here. However,...
The SEC Pay versus Performance Rules Market-Cap Weighted Peer TSR Calculations

The SEC Pay versus Performance Rules:  Market-Cap Weighted Peer TSR Calculations

The SEC announced the adoption of its new pay versus performance rules, or Item 402(v) on August 25, 2022.  A detailed summary of the new rules can be found within our Alert found here. However,...
SEC Pay Versus Performance When is the “Vesting Date”

SEC Pay Versus Performance: When is the “Vesting Date”?

The SEC announced the adoption of its new pay versus performance rules, or Item 402(v) on August 25, 2022.  A detailed summary of the new rules can be found within our Alert found here. As...
SEC Pay Versus Performance Mandatory Holds and the Effect on Compensation Actually Paid

SEC Pay Versus Performance: Mandatory Holds and the Effect on Compensation Actually Paid

The SEC announced the adoption of its new pay versus performance rules, or Item 402(v) on August 25, 2022.  A detailed summary of the new rules can be found within our Alert found here. However,...