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SEC RIN: 3235-AL06 Publication ID: Fall 2023 
Title: Incentive-Based Compensation Arrangements 

The Division is considering recommending that the Commission, together with the Board of Governors of the Federal Reserve, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Federal Housing Finance Agency and the National Credit Union Administration ("the Agencies"), repropose regulations and guidelines with respect to incentive-based compensation practices at certain financial institutions that have $1 billion or more in total assets as required by the Dodd Frank Act.

Section 956 of the Dodd Frank Act requires that the Agencies prohibit incentive-based payment arrangements, or any feature of any such arrangement, at a covered financial institution that the Agencies determine encourages inappropriate risks by a financial institution by providing excessive compensation or that could lead to a material financial loss.  Under the Act, a covered financial institution also must disclose to its appropriate Federal regulator the structure of its incentive-based compensation arrangements sufficient to determine whether the structure provides "excessive compensation, fees, or benefits" or "could lead to material financial loss" to the institution.

Agency: Securities and Exchange Commission(SEC)  Priority: Substantive, Nonsignificant 
RIN Status: Previously published in the Unified Agenda Agenda Stage of Rulemaking: Proposed Rule Stage 
Major: Undetermined  Unfunded Mandates: No 
CFR Citation: Not Yet Determined     (To search for a specific CFR, visit the Code of Federal Regulations.)
Legal Authority: 15 U.S.C. 78q    15 U.S.C. 78w    15 U.S.C. 80b-4 and 80b-11   
Legal Deadline:
Action Source Description Date
Final  Statutory  Dodd-Frank Act requires adoption a year after enactment  07/21/2011 
Action Date FR Cite
NPRM  04/14/2011  76 FR 21170   
NPRM Comment Period End  05/31/2011    
Second NPRM  06/10/2016  81 FR 37670   
Second NPRM Comment Period End  07/22/2016 
Third NPRM  04/00/2024 
Regulatory Flexibility Analysis Required: No  Government Levels Affected: Undetermined 
Federalism: Undetermined 
Included in the Regulatory Plan: No 
RIN Information URL: www./  
RIN Data Printed in the FR: No 
Related Agencies: Joint: FDIC, FRS, FHFA, NCUA, TREAS/OCC; 
Agency Contact:
Brian Sims
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE,
Washington, DC 20549
Phone:202 551-3430