SEC Rule 10D-1 – often referred to as the compensation clawback rule - requires public companies to adopt policies to recover excess incentive pay that was paid to current or former executives because it was based on metrics that were later restated. Created under the Dodd-Frank Act, the rule aims to reinforce accountability by requiring the recoupment of bonus or performance-based compensation tied to incorrect results, regardless of whether the error was caused by simple mistakes or misconduct. It applies to both material (“Big R”) and immaterial (“little r”) restatements.
The rule also adds disclosure requirements: companies have to flag on the cover of their annual reports when the filing reflects corrections to past financial statements, explain whether and how they pursued recovery of excess compensation, and include their clawback policy as an exhibit to the annual report. READ MORE