The Securities and Exchange Commission has proposed rules to implement the Dodd-Frank Act's requirement that companies disclose how the pay of their top executives compares with the company's performance, setting off another compliance effort for public companies.
The SEC's proposal would require companies to add a table in their proxy statements that includes the total compensation for the CEO, as reported in the proxy's Summary Compensation Table, as well as another measure showing the CEO's "actual pay," which is the total compensation with adjustments made to reflect pensions and equity awards.
The proposed table would also include an average of the total compensation of the company's other named executive officers, an average of those executives' actual pay, the company's cumulative total shareholder return (TSR), and the average cumulative TSR of a peer group of companies. After a transition period, companies would be required to report all those statistics for each of the latest five years, with smaller companies required to provide just three years of data.
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