Takis Makridis
President & CEO
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On October 26, 2023, the SEC published its long-awaited clawback rule. It implements Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank). The rule is broad in its inclusion of both “Big-R” and “little-r” restatements, recovery period, scope of officers included, and consideration of all types of incentive-based compensation. The effect of the rule will be extremely consequential.
In summary, a Dodd-Frank clawback requires public companies to recover incentive-based compensation delivered in error due to a material misstatement in the financial statements.
Companies were required to adopt compliant policies by December 1, 2023 and incentive-based compensation received after October 2, 2023 must be considered in any recovery analysis. As of early 2024, we have already assisted multiple clients in various aspects of compliance.
Review our insights on all things clawback-related. Need more? We’re here to help, just contact us directly to find out how we can assist you.
Clawbacks: Updates From the Field
Takis Makridis and Josh Schaeffer, PhD · 4/11/2024
The SEC’s Dodd-Frank clawback rule went live last year, and these Dodd-Frank clawbacks are radically more restrictive given their no-fault and no-discretion nature. In this article, we discuss 15 practical issues for dealing with market metrics that every board member, general counsel, CFO, and CHRO should be aware of in the event a restatement occurs.
2024 State of the Union in Equity Compensation
Takis Makridis and David Outlaw · 3/7/2024
In this popular webcast replay, we step back and look at themes we expect to shape the upcoming year. Naturally, clawbacks are a major topic of discussion in the content.
Clawbacks: Demystifying the Event Study
Josh Schaeffer, PhD and Clayton Nocella · 11/21/2023
Wondering how much incentive-based compensation, where a stock price or TSR metric is present, to recover under the SEC’s clawback rule? An event study can help you figure it out.
Clawbacks: Ready, Comply, Execute
Josh Schaeffer, PhD, Takis Makridis, and Boxian Kolb · 9/13/2023
Listen to the webcast replay us as we unpack the new clawback rule and how companies should both prepare and take action in the event of an accounting restatement.
It’s Time to Adopt an SEC-Compliant Clawback Policy. Here’s How to Get Started.
Takis Makridis · 6/11/2023
The race to comply with the SEC’s Dodd-Frank clawback rule is about to begin. Here’s what companies should be doing now to get ready.
10 Trends We’re Watching and the Mild-to-Wild Ways They Could Play Out in 2023
Takis Makridis · 3/14/2023
What do the next few years have in store for executive compensation design and reporting? See our predictions for how 10 trends will unfold.
Dodd-Frank Clawbacks: Backcasting to Measure Recoupment
Josh Schaeffer, PhD and Takis Makridis · 11/16/2022
Got a restatement where the incentive-based compensation is based on stock price or a TSR metric? Learn about a common approach for determining how much compensation to claw back.
What Companies Should Know about the SEC’s New Clawback Rule
Takis Makridis · 11/4/2022
Learn more about the SEC’s new clawback rule, including the challenges involved with quantifying the amounts to recoup.
Bold Predictions for Equity and Executive Compensation in the Next Four Years
Takis Makridis and David Outlaw · 3/15/2021
From our crystal ball, here are 17 bold predictions of soon-to-appear changes in equity compensation and the broader corporate governance landscape.
Clawbacks: Challenges, Pitfalls, and Trends
Takis Makridis, and · 3/15/2021
Our article in the Corporate Governance Advisor discusses how clawbacks can introduce accounting and legal risk if designed or activated incorrectly and offers a practical checklist on clawback implementation.
The Destiny of Dodd-Frank’s Executive Compensation Provisions (June 2017 Update)
Takis Makridis · 6/13/2017
Last February, we shared our thoughts on the state of Dodd-Frank and its rules affecting executive compensation. With all of the political action in Washington in recent months, we have updated our original blog article to bring fresh perspectives and revise our expectations.
Dodd-Frank Act – Practical Implementation Tips for Pay Ratio Disclosure, Pay vs Performance Disclosure and Clawback Policies
Nathan O’Connor · 6/29/2016
Presented as part of the Comp Talks series hosted by Cooley LLP, this webinar discuses the specific requirements of each of the new rules and how you can prepare for a smooth adoption.
Q&A on New Regulations From the FASB and SEC
Takis Makridis · 5/12/2016
The FASB and SEC have released a flurry of regulatory changes that will broadly affect accounting and finance. Get answers to to some of the most critical questions about these updates in this Q&A guide.
What’s on Tap at the SEC and FASB in Equity Compensation
Takis Makridis, Josh Schaeffer, PhD, Raenelle James, and Therese Sebastian · 11/16/2022· 9/24/2015
After years of speculation, we’re finally seeing additional clarity on pay ratio, clawbacks, pay-for-performance, and ASC 718 standards.
