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Tuesday, April 17, 2012

The Dodd-Frank Wall Street Reform and Consumer Protection Act: Executive Compensation

Michael V. Seitzinger
Legislative Attorney

As part of their financial regulatory reform legislation, both the House and the Senate passed bills with provisions applying to executive compensation. The House- and Senate-passed executive compensation provisions differed, in some cases significantly.

The House and Senate conferees on Wall Street reform passed an executive compensation subtitle. On June 30, 2010, the House agreed to the conference report for H.R. 4173, now referred to as the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). The Senate agreed to the conference report on July 15, 2010. The President signed the bill into law as P.L. 111-203 on July 21, 2010.

Among the provisions of the bill are say-on-pay requirements, the establishing of independent compensation committees, the clawback of unwarranted excessive compensation, and requirements on the executive compensation at financial institutions.

On October 18, 2010, the Securities and Exchange Commission (SEC or Commission) proposed rules to implement Dodd-Frank’s executive compensation provisions. On January 25, 2011, the SEC adopted rules concerning shareholder approval of executive compensation and golden parachute compensation arrangements as required by Dodd-Frank.

In the 112th Congress, H.R. 3606, eventually a combination of several House bills, passed both the House and the Senate and is titled the Jumpstart Our Business Startups Act (JOBS Act). The bill has a provision which would exempt certain companies with annual gross revenues of less than $1 billion from complying with many of the executive compensation provisions of Dodd- Frank for up to five years. The President signed the bill on April 5, 2012.

Date of Report: April 5, 2012
Number of Pages: 5
Order Number: R41319
Price: $19.95

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