NOVEMBER / DECEMBER 2022 will have the flexibility to decide whether to group any of these relationship disclosures together when presenting their clear description disclosure, but any combined description of multiple relationships must be “clear.” Effective Date & Transition Companies – other than EGCs, RICs or FPIs – must begin to comply with these disclosure requirements in proxy and information statements that are required to include Item 402 of Regulation S-K disclosure for fiscal years ending on or after Dec. 16, 2022. Registrants – other than SRCs – are required to provide the disclosures for three fiscal years, in the first applicable filing after the rules became effective, and to provide disclosure for an additional year in each of the two subsequent annual proxy filings where disclosure is required. SRC accommodations. SRCs are required to provide disclosure for only the three most recently completed fiscal years. In addition, SRCs would be required to provide disclosure for only the last two fiscal years in the first applicable filing after the rules became effective. In addition, SRCs would not be required to disclose amounts related to pensions for purposes of disclosing executive compensation actually paid or to present peer group TSR. HB 1 NEOs for whom Item 402 of Regulation S-K executive GSQTIRWEXMSR MW VIUYMVIH EVI HIƤRIH EW 1) All individuals serving as the registrant’s PEOs or acting in a similar capacity during the last completed ƤWGEP ]IEV VIKEVHPIWW SJ GSQTIRWEXMSR PIZIP 2) All individuals serving as the registrant’s principal ƤRERGMEP SJƤGIV 4*3 SV EGXMRK MR E WMQMPEV GETEGMX] HYVMRK XLI PEWX GSQTPIXIH ƤWGEP ]IEV VIKEVHPIWW SJ compensation level 3) The registrant’s three most highly compensated I\IGYXMZI SJƤGIVW SXLIV XLER XLI 4)3 ERH 4*3 [LS [IVI WIVZMRK EW I\IGYXMZI SJƤGIVW EX XLI IRH SJ XLI PEWX GSQTPIXIH ƤWGEP ]IEV 4) Up to two additional individuals for whom Item 402 of Regulation S-K disclosure would have been provided but for the fact that the individual was not serving as ER I\IGYXMZI SJƤGIV SJ XLI VIKMWXVERX EX XLI IRH SJ XLI PEWX GSQTPIXIH ƤWGEP ]IEV 2 %W HIƤRIH MR 6IKYPEXMSR 7 / -XIQ I 876 ! GYQYlative amount of dividends for the measurement period assuming reinvestment + difference between share price at end and beginning of the measurement period) ÷ share price at the beginning of the period. Managing the web of complex issues and regulatory constraints that surround banking today has never been more challenging. So the deep expertise of our banking team has never been more vital. Make life easier. Call us today. New Albany 812.945.2311 Louisville 502.423.0311 monroeshine.com CERTIFIED PUBLIC ACCOUNTANTS Audit & Assurance BSA & ACH Compliance Outsourced Internal Audit SEC & SOX Compliance Loan Review IT Risk Management Consulting Services Merger & Acquisition This article is for general information purposes only and is not to be considered as legal advice. This information [EW [VMXXIR F] UYEPMƤIH I\TIVMIRGIH TVSJIWWMSREPW EX FORVIS, but applying this information to your particular WMXYEXMSR VIUYMVIW GEVIJYP GSRWMHIVEXMSR SJ ]SYV WTIGMƤG facts and circumstances. Consult a professional at FORVIS or legal counsel before acting on any matter covered in this update.
RkJQdWJsaXNoZXIy MTg3NDExNQ==