On August 25, 2022, the United States Securities and Exchange Commission adopted a final rule requiring new disclosures for public companies regarding the relationship between executive compensation and company performance. Among other things, companies are now required to develop a new table that discloses multi-year compensation data side-by-side with prescribed financial performance metrics and a company-specified metric that the company views as the “most important” financial measure used to link executive compensation to corporate performance. Our Securities & Capital Markets colleagues published this alert discussing the new rule and how companies might approach compliance in their next proxy statement. The alert will be of interest to corporate secretaries, executive compensation professionals, securities and disclosure counsel, controllers, and other related stakeholders.

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Photo of William Woolston William Woolston

Will Woolston is a partner in the firm’s Washington office who advises employers large and small on all aspects of employee benefits and executive compensation.  Mr. Woolston’s practice focuses significantly on tax-qualified retirement plans, with a particular emphasis on “hybrid” defined benefit plans…

Will Woolston is a partner in the firm’s Washington office who advises employers large and small on all aspects of employee benefits and executive compensation.  Mr. Woolston’s practice focuses significantly on tax-qualified retirement plans, with a particular emphasis on “hybrid” defined benefit plans like cash balance and pension equity plans.  Mr. Woolston regularly represents clients on matters before the Internal Revenue Service and the Department of the Treasury, and has assisted many companies in resolving with the IRS operational and administrative errors in qualified plans.  In addition to his qualified plan work, Mr. Woolston also advises clients on the full spectrum of executive compensation matters, including equity compensation arrangements, employment agreements, and compliance with the deferred compensation requirements of Section 409A of the Internal Revenue Code.