Trump’s Impact on SEC reporting of Executive Comp

Those reading newspapers know that Mary Jo White, Chair of the Securities and Exchange Commission, resigned effective in January. What does this foretell for financial reporting of publicly-held companies?

This subject was discussed at the Tuesday morning meeting of the National Association of Corporate Directors/New England, where an expert panel chaired by Ted Buyniski of Radford (comp consultants) explored — or at least attempted to look into — the future.

Simply put: Trump promised to repeal the Dodd-Frank Act; several financial reporting provisions of that Act already are in force by SEC Rule (say-on-pay, say-on-golden parachutes, committee independence, independence of consultants).

Perhaps the most maligned, disclosure of the ratio of a CEO’s pay to the median pay of all company employees, also has been finalized, and is effective for the 2018 proxy season. Also, there are pending proposed rules, covering pay-for-performance disclosure, anti-hedging policy, and clawback from executives.

So what happens next? Will a new Trump-designated SEC chair and Republican majority (three of the five seats goes to the ruling party) put a hold on enforcement of prior disclosure provisions? Will they scotch anything that is pending? Who will be the new chair? (The named leading candidate, commission member Michael Piwowar, is known for his numerous, literate dissents from prior SEC regulatory pronouncements, and his course of action is reasonably predictable.)

As is true with much of the American governance infrastructure, we will have to wait and see. But nary a good word was said by the panel about the pay ratio disclosure requirement (roundly criticized in this space previously), and I wouldn’t bet a plug nickel that ratio disclosure survives for long.

For the broader implications of pay disparity, which the Congress attempted to address by requiring pay ratio disclosure, see a following post.

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