On September 27, 2023, CorpFin issued ten new Compliance and Disclosure Interpretations (C&DIs) addressing questions about Pay versus Performance (PvP) disclosures and the use of non-GAAP measures in executive compensation disclosures.

The nine new PvP C&DIs address a number of technical issues such as the treatment of pre-IPO equity awards in periods after a company’s IPO, vesting considerations for awards with market conditions, and how to treat awards that vest because the holder becomes retirement eligible.

The one new executive compensation C&DI addresses an exception to non-GAAP measure disclosure requirements when a non-GAAP measure is included as a target in S-K Item 402 disclosures.  It clarifies that a non-GAAP measure disclosed in executive compensation disclosures that does not relate to target levels is subject to the non-GAAP disclosure requirements in Regulation G and S-K Item 10(e).

As always, your thoughts and comments are welcome.