The final rule allows firms to exclude up to 5% of their overseas workers from a new pay-ratio, according to details released ahead of a final vote.
The highly controversial rule, required under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, mandates that public companies disclose the ratio of the annual total compensation of a public company’s CEO to the median of the annual total compensation of the company’s employees.
Financial Services Committee Chairman Jeb Hensarling (R-TX) wasn’t pleased with today’s action, as he and other Republicans have been attacking the legitimacy of the Dodd Frank act itself.
Out of the top 10 CEOs, four of the executives were from technology companies, with the highest pay going to one of the newest CEOs on the list: Microsoft’s Satya Nadella, who was only named to the position in February of 2014. Commissioner Michael Piwowar, a Republican who opposed the measure, said he found White’s decision to move forward “peculiar” given that opposition in Congress. The ratio 50 years ago was only 20 to 1.
But Republicans say regulators (ie., the government) have no business telling companies what they can pay their CEOs.
The disclosure requirement applies to all companies required to provide executive compensation disclosure under Item 402(c)(2)(x) of Regulation S-K. So far, the company has not heard from shareholders or employees about its pay ratio.
“The pay ratio rule is a waste of time, effort and money, and the SEC is misguided in voting to adopt this duplicative, unnecessary rule”, said Rounds, who once was chief executive of an insurance and real estate agency. “The delay shows the power of corporate lobbyists, but the finalizing of the rule is a win for the American people”.
A dozen companies contacted by the Globe did not respond to requests for comment, including Vertex, whose nearly $37 million payout to CEO Jeffrey M. Leiden if the company turns a profit in the next three years would make him the highest-paid chief executive of a public company in Massachusetts, according to the compensation research firm Equilar Inc.
“When disclosure is used to advance special interest agendas rather than provide investors with better information, it is a step in the wrong direction”, the leading U.S. business organization said in a statement.
The initial compliance costs are estimated at $1.3bn.
“Addressing perceived income inequality is not the province of the securities laws or the Commission”, SEC Commissioner Daniel Gallagher (R) said, in a prepared statement before the vote.
It also urged the SEC not to force companies to include the ratio in formal filings and allow them to place it into an addendum to help reduce their liability. The agency had delayed progress on the rule for years, with SEC Chair Mary Jo White facing attacks from unions and Democratic lawmakers in recent months for failing to get it done.
Democrat commissioner Kara Stein said in casting her vote in favor of the rule that ‘flexibility has been provided to companies in a thoughtful way and is carefully tailored to address implementation concerns, without undermining the intended benefits of the rule.’.
