Nasdaq’s proposed rules require compensation committees to consist solely of independent directors and to have at least two members, with independence based on the board’s consideration of the individual’s relationships with the company and its affiliates, and prohibit consulting, advisory or other compensatory fees from the company with limited exceptions. Nasdaq’s proposed rules also require certain specific compensation committee charter disclosures related to that committee's responsibilities for determining or recommending CEO and other executive officer compensation.
NYSE’s proposed rules require the board of directors to consider all factors specifically relevant to determining whether a proposed compensation committee member has a relationship to the company which is material to his or her independence, including affiliate relationships with the company, the director's compensation and any consulting, advisory or other fees. NYSE’s proposed rules also require certain specific compensation committee charter disclosures related to certain powers and responsibilities of the committee retention with respect to compensation consultants, independent legal counsel or other advisers. These advisers may be selected only after consideration all factors relevant to their independence from management, including services provided to and fees received from, the listed company by the person that employs the adviser and any relationship between the adviser and any compensation committee member or executive officer of the company.
For more on the proposed Nasdaq and NYSE rules, including their timeframe for effectiveness and certain exemptions for smaller reporting companies, please refer to KMK’s client advisory.
- Partner
Mark Reuter advocates for business clients in transactions, proceedings and conflicts regulated by federal and state securities laws and stock exchange rules. A partner in the firm’s Business Representation & Transaction ...
- Partner
Jim Kennedy practices in the Business Representation & Transactions Group. The focus of his practice is corporate, securities, and financing law, where he has extensive experience in mergers, acquisitions and ...
Topics/Tags
Select- Securities Law
- SEC
- Securities Regulation
- IRS
- Tax Planning
- Corporate Transparency Act
- Corporate Law
- Taxation
- Nasdaq
- Coronavirus
- Clawback Rules
- SEC Enforcement
- Cybersecurity and Privacy Law
- Dodd-Frank
- Mergers & Acquisitions
- Paycheck Protection Program
- Economic Sanctions
- Ohio LLC Act
- Corporate Tax
- JOBS Act
- FAST Act
- Corporate Governance
- Consumer Protection Act
- Proxy Access Rules
- Securities Litigation
- Crowdfunding
- Cybersecurity Regulation
- Cryptocurrency
- Conflict Minerals
- Hedging
- Real Estate Law
- Emerging Growth Companies
- Investors
- Pay Ratio Disclosure
- Private Offerings
- Whistleblower
- Intellectual Property
- Technology
- LIBOR
- Opportunity Zone
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Executive Compensation
- Health Care Act
- Online Trading Platforms
- IPO
- Registration Statement
- Wall Street Reform
- Annual Reports
- Family-Controlled Entities
- Gift and Estate Transfers
- Ohio Foreclosure Reform
- Director Compensation
- Board of Directors
- Director Independence
- Total Shareholder Return
- Cyber Insurance
- Data Breach
- Lenders
- Receivership Statute
- Regulation A
- Regulation D
- Compensation Committee Certification
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- Government Shutdown
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Marketing
- Benefits
- Healthcare Reform
- Litigation
- Public Company Transition Rules
- Tax Credit
- Employment Incentives
- HIRE Act
- Social Security Tax
Recent Posts
- SEC Wins ‘Shadow Insider Trading’ Trial
- SEC Voluntarily Stays Climate Rules
- New SEC Climate Disclosure Rules – Temporarily Stayed
- Corporate Transparency Act Ruled Unconstitutional
- SEC Climate Rule Vote Scheduled for March 6, 2024
- Limited Partners’ Tax Savings from Self-Employment Taxes are under Scrutiny
- FinCEN Extends the Corporate Transparency Act Reporting Deadline for Newly Created Entities
- SEC Postpones Share Repurchase Modernization Disclosure Rules
- Effective Date of SEC Clawback Rule Finally In Sight
- SEC Sued Over Newly Adopted Share Repurchase Rules