Final Two Dodd-Frank Provisions Could Hinder Boards’ Discretion
The SEC could make it tougher for boards to hold executives accountable for their actions.
Over the past decade, the implementation of Dodd-Frank provisions such as say on pay, the advisor independence rules and CEO pay ratio disclosure has significantly influenced the evolution of executive compensation practices and disclosures as well as the role of the board. Now, the SEC has turned its attention to finalizing the open compensation-related Dodd-Frank provisions that remain: clawbacks and pay vs. performance disclosure. Both rules were proposed in 2015.