Alert | March 14, 2023
Observations from Initial Pay Versus Performance Disclosures
By Michael Abromowitz, David Gordon, Dina Bernstein

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2023 proxy statements that include the new SEC Pay Versus Performance (PVP) requirements are beginning to be filed. FW Cook reviewed the first 75 public companies’ proxy statements that were filed, excluding smaller reporting companies, and key findings include:

  • The most common financial performance measures that companies chose as their Company Selected Measure (CSM) were earnings per share (EPS) (32%), revenue (13%), return on equity (ROE) (12%), and operating income (11%). All but one company used a financial performance measure that was used in their annual or long-term incentive plan
  • Sixty-eight percent (68%) of companies used a non-GAAP financial performance measure as their CSM
  • Most companies (76%) used their 10-K published industry or line-of business index as their total shareholder return (TSR) peer group
  • Despite three financial performance measures being the minimum requirement, most companies included additional financial performance measures, with five measures (31%) being the most prevalent
  • Most companies (85%) used graphs/charts as the clear description requirement, and the remaining 15% used a narrative only description

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