Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Sections 201 et seq.) establishes a mechanism for the orderly liquidation of large, failing financial institutions that threaten U.S. financial stability. Section 210(s) of the Dodd-Frank Act authorizes the FDIC to recoup compensation from senior executives and directors who were responsible for the failure of the covered financial company. The FDIC has yet to promulgate regulations to implement the requirements of this subsection.
Argo Group International Holdings, Ltd. executed an employment agreement with its president and CEO on August 10 which includes a clawback provision that explicitly references the requirements of the Dodd-Frank Act. Section 23 of the agreement provides that the payments and benefits provided under the agreement shall be subject to a clawback to the extent necessary to comply with the requirements of Dodd-Frank or any Securities and Exchange Commission rule. The executive employment agreement is filed as Exhibit 10.1 to the Form 8-K filed on August 13 (file no. 001-15259).
In Item 11 Executive Compensation disclosure of the Form 10-K Amendment filed by ADPT Corp. on July 28 (SEC file no. 000-15071), ADPT notes that the compensation committee of the board of directors will be re-evaluating its compensation policies going forward and plans to consider the potential merits of early implementation of a clawback policy, consistent with Dodd-Frank provisions.
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