The rule has not been published yet, or at least, I can't find a copy, but I did take some good notes, so my readers get an early summary with surprisingly enough, some cynicism from your faithful blogger.
Issuers will need to provide three numbers:
- Compensation (Rule 402(c)(2)(10)) for the median-paid employee
- Compensation of the CEO
- The ratio of 1 to 2
Despite this being what the law calls for, #3 is stupid. For those who are not sure what I just said, #3 is stupid. Suppose I told you that the ratio of compensation of the median employee to the CEO is .0073. What would that number mean to you unless you are mathematically facile? Is that a good number or a bad number? Should you be happy?
I repeat, #3 is stupid. The ratio should have CEO pay in the numerator and be an integer.
Haters of the statute did get a few breaks:
- Companies may determine the median employee via statistical sampling. After doing this, they must determine the 402(c)(2)(10) compensation of that median employee rigorously. Despite commentary from Commisioner Piwowar to the contrary, this is a huge concession to issuers.
- Compensation of permanent full-time employees may be annualized.
On the other side, there are these provision:
- Part-time, temporary, and seasonal employees pay may not be annualized.
- Compensation of global employees must be currency converted.
And, on the I'm not sure until I see the actual regulation side,
- There is no rule to say how statistical sampling must be done, but it must be reasonable and consistent.
- The dispersion of pay should be a significant contributing factor in determining the sample size for statistical sampling.
I understand that the novel which shall be heretofore known as the Dodd-Frank pay ratio rule is quite voluminous. Stay tuned here to get the most easily readable and entertaining reports on what it says.