Finished Business – The SEC’s New Pay Versus Performance and Clawback Rules

CPE credit (NASBA QAS Self-Study) is available by completing and passing the program’s CPE Review & Exam.

This program offers CPE (NASBA) and CLE credit. CLE credit may be expired in some states. Please check the credit calculator below for credit status.

Upon the successful completion of this program, the participant will be able to:

• Recall the major provisions of the SEC’s new pay versus performance rules
• Discuss the computation details of the pay versus performance tabular disclosures, presentation of company-based measures, and related implementation challenges
• Recall the major provisions of the SEC’s new recovery of erroneously awarded compensation (clawback) rules
• Discuss the new disclosures required by the recovery of erroneously awarded compensation (clawback) rules and related implementation challenges

Course Overview:

This program will focus on:

• Review the details and implementation challenges of the SEC’s new pay versus performance rules
  • Overview the format of the required tabular information and related disclosures 
  • Discuss the required line items for the principal executive officer and averages for named executive officers in the table
  • Discuss issues in identifying other required financial performance measures, including computation of peer group total shareholder return
  • Review complexities in computing “compensation actually paid”
  • Review required financial performance measure disclosures, including total shareholder return and a “Company-Selected Measure”
  • Identify challenges in disclosing the relationship between compensation “actually paid” and the financial performance measures presented in the table
  • Explain Inline XBRL tagging requirements
  • Review compliance dates
• Review the details and implementation challenges of the SEC’s new compensation recovery or clawback rules
  • Explain the requirement for exchanges to adopt listing standards
  • Discuss provision for companies to adopt policies required by the listing standards
  • Describe how an accounting restatement triggers the requirement to recover “erroneously awarded incentive compensation”
  • Explain three-year period considerations
  • Review application to both “Big R” and “Little r” restatements
  • Discuss measuring amounts and related challenges
  • Overview practicality exceptions to requirement to pursue recoveries
  • Review disclosures required by the new rule
  • Explain Inline XBRL tagging requirements 
  • Review compliance dates

CPE Program Level: Update 

Intended Audience: Accountants and attorneys who deal with SEC reporting and disclosure and related accounting issues, including CFOs, controllers and their staff, internal auditors, partners of public accounting firms and their staff, in-house counsel, and outside attorneys

Prerequisites: None 

Advanced Preparation: None

Instructional Method: QAS Self-Study

Updated: January 2024

Credit Information: 1 CPE credit is available upon completion of this program’s 3 content-review questions and a minimum passing score of 70% on the 5-question final exam.