Nov. 22, 2021
Via Email November 22, 2021 Vanessa A. Countryman Secretary Securities and Exchange Commission 100 F Street NE Washington, DC 20549-1090 Re: File Number S7-12-15: Reopening of Comment Period for Listing Standards for Recovery of Erroneously Awarded Compensation (Reopening Release). Dear Madam Secretary I am writing in support of the Securities and Exchange Commission’s (“Commission”) proposed rule (“Rule”) “Listing Standards for Recovery of Erroneously Awarded Compensation,” required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. As You Sow first submitted comments related to this issue on September 15, 2015, and at that time described this provision as “long delayed.” It has been more than six years since then. We continue to believe, as we wrote then, the disclosure of claw back policies and attempts to utilize them will be extremely useful to shareholders. Founded in 1992, As You Sow promotes environmental and social corporate responsibility through shareholder advocacy, coalition building, and innovative legal strategies. Our efforts create large-scale systemic change by establishing sustainable and equitable corporate practices. Our organization is an Associate Member of the Council of Institutional Investors, a nonprofit, nonpartisan association primarily made up of U.S. public, corporate and union employee benefit funds. Regarding the more specific details of the reopening release we wish to offer support for the comments made by the Council of Institutional Investors. For the question raised regarding the disclosure and application to non-quantitative components of compensation we would refer you to comments submitted by Public Citizen. We are in strong agreement, that, as they state, “companies should disclose publicly any discretionary compensation they do or do not chose to recoup. . . . Public disclosure should help hold officers accountable when they decide whether or not to claw back compensation based on qualitative measures that subsequently prove unfounded.” This is of particular interest to us as an organization with a strong environmental focus. We urge the Commission to promptly complete this rulemaking. Thank you for the opportunity to share these comments and for your consideration. Rosanna Weaver Wage Justice & Executive Pay Program Manager As You Sow