SEC Chair Declares Intent to Finalize Dodd-Frank Exec Comp Rules in 2016, Focus on Board Governance Issues

February 05, 2016

SEC Chair Mary Jo White stated in a recent speech that the agency intends to complete the remaining Dodd-Frank executive compensation rules in 2016 and that the Commission may seek greater company disclosure around board diversity.  White's announcement concerning the outstanding executive compensation requirements, which include both the pay for performance disclosure and the clawbacks listing standard, was not surprising, but the rules are not likely imminent as the SEC currently has only three of the full slate of five Commissioners and it is unlikely that Chair White would act without a full commission.  According to Bloomberg BNA, the Senate Banking Committee is not likely to act on the nominations until later in March, after Chairman Richard Shelby's (R-AL) March 1 primary.  This makes it more likely that the SEC will issue the final executive compensation rules this summer.  Meanwhile, according to The Wall Street Journal, Chair White indicated she has instructed the SEC staff to review current board diversity disclosure requirements as an initial step towards a determination as to whether additional disclosures are necessary.  The announcement came only two weeks after Rep. Carolyn Maloney (D-NY), a member of the House Financial Services Committee, penned a letter urging White to require additional disclosures on company efforts for recruiting more women in board and C-Suite roles.