SEC Seeks Disclosures on Executive Pay Clawback Evaluations

April 11, 2025, 9:31 PM UTC

US companies must explain to shareholders why executives were not forced to give up bonuses as a result of an accounting misstatement, SEC staff said in new guidance published Friday.

The Securities and Exchange Commission clawback rule aims to hold top managers accountable for mistakes in their corporate financial statements. Under the rule, companies that report accounting corrections must check a box on the front of their annual SEC filings indicating that the company evaluated whether top leaders should pay back any compensation as a result of the error.

Few companies indicated that they had performed that analysis during the ...

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