On May 6, 2024, the OCC, the FDIC, the FHFA, and the NCUA issued a Notice of Proposed Rulemaking that seeks to implement section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Specifically, the proposal would establish new requirements for incentive-based compensation at certain covered institutions.
The Dodd-Frank Act requires that the appropriate Federal regulators jointly issue regulations or guidelines: (1) prohibiting incentive-based compensation arrangements at covered financial institutions that encourage inappropriate risks by providing excessive compensation or that could lead to material financial loss; and (2) requiring those covered financial institutions to disclose information concerning incentive-based compensation arrangements to the appropriate Federal Regulator.
Highlights of the Agencies’ proposed rule include the following:
Covered institutions would be prohibited from awarding excessive incentive-based compensation.
Certain individuals at covered institutions that have at least $50 billion in average total consolidated assets or are subsidiaries of covered institutions with at least $50 billion in average total consolidated assets would have additional restrictions on their incentive-based compensation. These individuals would have certain portions of their incentive-based compensation mandatorily deferred and subject to forfeiture and would be at risk of having their incentive-based compensation clawed back if certain triggers were to occur.
Covered institutions that have at least $50 billion in average total consolidated assets or are subsidiaries of covered institutions with at least $50 billion in average total consolidated assets would be subject to additional prohibitions on hedging, the maximum incentive-based compensation they could award relative to established incentive-based compensation targets, the use of relative performance measures, and volume-based incentive-based compensation.
The proposed rule includes requirements for recordkeeping, policies and procedures, risk management, and governance.
The agencies are requesting public comments and will be accepting the same for 60 days after the NPRM’s publication in the Federal Register.
Read the OCC’s press release here.
The full Notice of Proposed Rulemaking can be found here.