Jay Clayton

Jay Clayton was nominated to chair the U.S. Securities and Exchange Commission on January 20, 2017, by President Donald J. Trump and was sworn in as Chairman on May 4, 2017. In addition to chairing the SEC, he was a member of the President’s Working Group on Financial Markets, the Financial Stability Oversight Council, and the Financial Stability Board. Chairman Clayton also participated on the Board of the International Organization of Securities Commissions.

Selected Accomplishments

• Selected SEC Accomplishments: May 2017 – December 2020

The Commission Under Chairman Clayton

There were several areas of focus for the SEC under Chairman Clayton:

• Furthering the interests of America’s Main Street investors by:
  • Updating and enhancing the standards of conduct governing broker-dealers and investment advisers when providing advice to retail customers;
  • Modernizing disclosure rules and processes, both for companies and investment funds, to more effectively deliver material information to investors;
  • Maintaining an Enforcement program which is focused on cases impacting retail investors and market integrity and has brought more than 2,300 enforcement actions, often in close coordination with criminal authorities, resulting in more than $10 billion in fines and disgorgement and over $3 billion returned to harmed investors;
  • Establishing the Retail Strategy Task Force within the Enforcement Division, which develops proactive, targeted initiatives to identify misconduct impacting Main Street investors with primary goals of deterring misconduct and returning funds to harmed investors;
  • Launching investor-specific initiatives to protect and inform our most vulnerable investors, including teachers and military service members;
  • Increasing public engagement around the country through roundtables and town halls with Main Street investors; and
  • Educating investors on the importance of saving and investing wisely, and creating a new online search tool for retail investors to research their financial professionals.
• Making our capital markets, particularly our public capital markets, more accessible to businesses and investors, including by recognizing and adapting to changes in our markets and communication technologies. This included:
  • Reducing regulatory burdens on pre-IPO and smaller public companies while maintaining investor protections, including through modernizing and simplifying corporate disclosures, expanding the scope of smaller public companies that qualify for scaled disclosures and other regulations, streamlining the process to launch certain types of ETFs, and expanding JOBS Act benefits to additional public companies;
  • Modernizing disclosure requirements to reflect changes in capital formation technology, business operations and our economy more generally, including in the area of human capital disclosure;[1]
  • Harmonizing, simplifying and improving the exempt securities offering framework utilized by small businesses and startups; and
  • Modernizing and bringing transparency to, the shareholder engagement process, including the shareholder proposal process and the use of proxy voting advisory businesses by investment advisers.
• Modernizing and enhancing the regulation and oversight of our equity and fixed income markets, taking into account advances in technology and increased interconnectedness. Actions taken include:
  • Modernizing the National Market System (NMS) and rules governing securities exchanges and alternative trading systems to benefit investors;
  • Enhancing transparency in trading, including specific initiatives in alternative trading systems and the municipal bond market;
  • Forming the Fixed Income Market Structure Advisory Committee, which provides advice to the Commission on the efficiency and resiliency of fixed income markets and helps identify opportunities for regulatory improvement;
  • Establishing the Enforcement Division Cyber Unit and the OCIE Event and Emerging Risk Examination Team to focus on protecting investors from cyber-related misconduct and emerging threats; and
  • Updating various rules and regulations, many of which predated the ubiquity of internet communications and the shift in retail investors from direct participation to participation through funds and other intermediaries.

SEC Strategic Plan—Emphasis on Human Capital and Diversity & Inclusion

These areas of focus also are reflected in the Commission’s 2018-2022 Strategic Plan, which discusses the importance of developing and investing in the Commission’s human capital. A point of emphasis made by Chairman Clayton is that the SEC’s people—its human capital—are the agency’s most important resource. Over the past several years, they have moved the Commission forward in the face of ever-changing markets as well as well-known and emerging risks. A key priority for Chairman Clayton was to continue to invest in and develop the SEC’s human capital, including identifying skills needs to reflect changes in the markets and increasing internal training.

Under Chairman Clayton’s leadership, the SEC reaffirmed its commitment to promoting diversity, inclusion, and opportunity both within the agency and in the industries and markets it oversees. This emphasis led to the issuance of the SEC’s first Diversity and Inclusion Strategic Plan. Chairman Clayton led the SEC Diversity Council and served as senior sponsor for three SEC employee affinity groups supporting African American, Hispanic and Latino and veteran colleagues. His efforts to leverage human capital more effectively also led to establishing a mentoring program, enhancing hiring processes and expanding training to combat unconscious bias. Externally, he encouraged targeted sessions on diversity by the SEC’s Asset Management Advisory and Small Business Capital Formation Advisory Committees so the Commission could receive independent advice on issues such as racial disparities in employment and assets under management in the asset management industry.

SEC Responses to Market Developments and Emerging Risks

Under Chairman Clayton, the SEC addressed unprecedented market developments, including:

• Securities law issues related to distributed ledger technology, cryptocurrencies and initial coin offerings[2];
• Responding to COVID-19’s impact on investors, equity and fixed income markets, and market participants while maintaining operations in a fully remote working environment, including by providing immediate, targeted relief and guidance as necessary or appropriate to preserve market function and market integrity;
• Assessing and planning for the potential adverse effects on U.S. capital markets from Brexit and the transition away from LIBOR[3]; and
• Cybersecurity and the reliance of companies and our financial system on information technology, and the resulting vulnerabilities to cyberattacks and cyber outages as well as the need for operational resiliency and interagency cooperation.

Background, Education and Experience

Chairman Clayton was born at Fort Eustis in Newport News, Virginia, and was raised primarily in central and southeastern Pennsylvania. In his professional career, he has lived in Philadelphia, New York, London, and Washington, DC. Prior to joining the Commission, Chairman Clayton was a partner at Sullivan & Cromwell LLP, where he was a member of the firm’s Management Committee and co-head of the firm’s corporate practice. From 2009 to 2017, Chairman Clayton was a Lecturer in Law and Adjunct Professor at the University of Pennsylvania Law School.

Prior to joining Sullivan & Cromwell, Chairman Clayton served as a law clerk for the Honorable Marvin Katz of the U.S. District Court for the Eastern District of Pennsylvania. A member of the New York and Washington, DC bars, Chairman Clayton earned a BS in Engineering from the University of Pennsylvania (summa cum laude), a BA and MA in Economics from the University of Cambridge (Thouron Scholar), and a JD from the University of Pennsylvania Law School (cum laude, Order of the Coif).