Benefits and Compensation

Who’s Covered by Proposed SEC Executive Comp Disclosure Rules?

Yesterday, we looked at new executive compensation disclosure rules proposed by the Securities and Exchange Commission (SEC). Today: who’s covered by the rules, and how to calculate executive compensation that was actually paid out over a given time period.

[Click here for yesterday’s rundown.]

Executives Covered

The proposed rules would require disclosure about the named executive officers for whom disclosure is currently required in the summary compensation table.

For each year in which disclosure would be required, companies would present the information separately for the principal executive officer and as an average for the remaining named executive officers identified in the table. 

Determination of Executive Compensation Actually Paid

Under the proposal, executive compensation actually paid would be calculated using compensation that companies report in the summary compensation table already required in the proxy statement as a starting point with adjustments relating to pension amounts and equity awards. Companies would be required to disclose the adjustments to the compensation as reported in the summary compensation table.

Pension amounts would be adjusted by deducting the change in pension value reflected in that table and adding back the actuarially determined service cost for services rendered by the executive during the applicable year.

Smaller reporting companies would not be required to make adjustments in pension amounts because they are subject to scaled compensation disclosure requirements that do not include disclosure of pension plans.

Under the proposal, equity awards would be considered actually paid on the date of vesting and at fair value on that date, rather than fair value on the grant date as required in the summary compensation table. Both amounts would be disclosed in the new table. A company would be required to disclose the vesting date valuation assumptions if they are materially different from those disclosed in its financial statements as of the grant date.


Is your compensation competitive? Stay up to date on all relevant compensation and benefits laws in your area with BLR®’s Employee Compensation in Your State. Learn More


Covered Companies

The proposed rules would apply to all reporting companies except for foreign private issuers, registered investment companies, and emerging growth companies, which are exempt from the statutory requirement.

Transition Period

The proposed rules would provide a phase-in for all companies. Companies, other than smaller reporting companies, would be required to provide the information for 3 years in the first proxy or information statement in which they provide the disclosure, adding another year of disclosure in each of the two subsequent annual proxy filings that require this disclosure.

Smaller reporting companies would initially provide the information for 2 years, adding an additional year in their subsequent annual proxy or information statement that requires this disclosure.

What’s Next?

If approved for publication by the SEC, the proposed rules will be published on the SEC website and in the Federal Register. The comment period for the proposed rules will be 60 days after publication in the Federal Register. Stay tuned here for additional updates.

All the changes in compensation law can be a lot to keep track of, but we’re here to help with BLR®’s Employee Compensation in Your State. This unique service is your reliable, work-saving resource for compensation laws. You can depend on it to understand the complicated web of wage and hour regulations that apply in your state, and you can count on its trustworthy wage and salary survey data on hundreds of jobs to keep your pay scales competitive.

HR and Benefit Managers have relied on this “benefits bible” for over 15 years as their answer for simplified and clear regulation analysis!

Arranged alphabetically by topic, Employee Compensation in Your State explains in plain English all key state and federal wage and hour laws—from minimum wage to overtime classification.

Learn More


State and federal compensation laws can be tricky! Take the guesswork out of the equation with our time-saving service, Employee Compensation in Your State. Click Here


Employee Compensation in Your State includes:

  • A–Z state and federal compensation law explanations. Get fast, practical answers with federal to state comparisons—just look up the topic alphabetically!
  • Recommended rate ranges specific to YOUR state and region. BLR’s unique system of pay grades and rate ranges, plus point-factor analysis, lets you price any job in minutes.
  • Free newsletter. Employee compensation newsletter helps keep you on top of new state and federal compensation and benefits laws. Six updates throughout the year keep your book current with all new compensation laws.
  • Free companion website. The latest news and alerts that affect compensation administration at your fingertips 24/7, along with forms, surveys, and an online version of the newsletter.
  • Job descriptions. Complete instructions for the job descriptions process along with job description examples.
  • Complete wage and salary administration guidance. Walks you through the entire compensation process with step-by-step instructions for analyzing and pricing jobs, writing job descriptions, employee compensation policies, and more!

The service is available for 43 states and the District of Columbia, and is renewed annually until cancelled.

Order Today

Leave a Reply

Your email address will not be published. Required fields are marked *