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
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
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