When the SEC voted to overhaul its executive compensation disclosure regulations last year, commission officials assured businesses the new rules were not meant to serve as a corporate salary cap.
"The SEC is not in the business of setting compensation, and we will not interfere in the free market for salaries," Commissioner Roel C. Campos told attendees at a January summit on executive compensation in New York. "Rather, our goal is to make executive compensation as transparent as possible, so that shareholders fully understand what executives are being paid."
Just as important as the "how much" of executive compensation will be the "how" of boards' decision-making process for determining compensation.
"If the Frank bill goes through, there's going to be a lot more communication from boards to shareholders," DiBernardo says. "I think it would make it very hard for compensation committee members to retain their seats."