SEC Rulemaking: SEC's Proposed CEO Pay Ratio Rules Provide Companies With Flexibility to Satisfy Dodd-Frank Mandate

On September 18, 2013, the Securities and Exchange Commission (“SEC”), following a narrow three-to-two vote of the SEC commissioners, proposed new rules to require the disclosure by public companies of the ratio of CEO pay to median employee pay. The pay ratio disclosure, mandated by Section 953(b)  of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), has been the topic of extensive commentary and debate, both in favor and against such disclosure, since the time that Dodd-Frank was signed into law by President Obama over three years ago. Prior to the issuance of the proposed rules, the SEC had received more than 20,000 public comment letters relating to Section 953(b). This article summarizes the background leading up to the SEC's proposal and analyzes the key features of the CEO pay ratio disclosure rules as proposed.