Draft 2023 Executive Compensation Disclosure (ECD) Taxonomy
Dec. 19, 2022
The Commission adopted amendments to its rules to require registrants to disclose information regarding the insider trading policies and procedures of issuers, the adoption and termination (including modification) of plans that are intended to meet the rule’s conditions for establishing an affirmative defense, certain other similar trading arrangements by directors and officers, and director and executive equity compensation awards made close in time to the issuer’s disclosure of material nonpublic information. See https://www.sec.gov/rules/final/2022/33-11138.pdf. As part of the adopted amendments, the Commission is requiring registrants to tag certain disclosures in Inline eXtensible Business Reporting Language (XBRL).
The draft 2023 version of the ECD taxonomy has been updated to add the elements for tagging those disclosures, and the files are available at https://www.sec.gov/structureddata/osddrafttaxonomyfiles. Note that unlike the draft 2023 version of the ECD taxonomy released on November 4, 2022, this new draft 2023 version references the 2023 version of the U.S. Generally Accepted Accounting Principles (GAAP) taxonomy. Please provide comments to StructuredData@sec.gov by February 17, 2023. Include “Draft 2023 ECD Taxonomy” in the subject header. A related draft taxonomy guide with updates for the adopted amendments will be published in the coming weeks.