"Another Round on Executive Compensation: An Overview of Provisions of the Senate Finance Bill"

On May 20, 2010, the Senate passed its financial reform bill, titled the "Restoring American Financial Stability Act of 2010" (the "Senate Bill").  The Senate Bill includes provisions related to executive compensation, which generally are applicable to public companies.  These proposals, which substantially follow legislation introduced by Senator Dodd (D-Conn) last year, are the latest attempt to reform executive compensation and should be read in the context of an extraordinary flurry of developments on this subject emanating from the Administration, the House of Representatives, industry groups and others. 

This Stroock Special Bulletin summarizes the provisions of the Senate Bill relating to executive compensation, and includes a chart that compares selected provisions of the Senate Bill, the House's Corporate and Financial Institution Compensation Fairness Act of 2009 (included in H.R. 4173) which was passed by the full House late in 2009, with which these provisions will likely be reconciled.  The chart also compares selected other considerations in guidance issued by the Federal Reserve Board and the Securities and Exchange Commission with respect to proxy requirements.