Executive compensation
5 staff comments in this corpus, to 5 registrants, filed 2023-01-18 to 2023-02-15.
Corpus in progress. This is an early build. It does not yet cover every comment letter the SEC has published, so counts here are counts within this corpus and must not be read as complete SEC-wide totals. Every quotation is verbatim and links to its filing; what is incomplete is coverage, not accuracy. See Methodology.
| Measure | Value |
|---|---|
| Comments raising this issue | 5 |
| Share of all 4,297 comments in the corpus | 0.1% |
| Distinct registrants | 5 |
| With a recorded company response | 5 |
The exchanges
SEC staff comment
2. Executive Compensation, page 176 2. We note you disclose that, in connection with this offering, the Class P Units will continue to be held by your named executive officers and such officers will receive, in exchange for their Class P Units, substantially equivalent securities in one of your affiliates that will remain outstanding following the consummation and until such time that such securities are converted into the right to receive, and exchanged for, shares of your common stock upon the satisfaction of certain conditions. We further note that Securities and Exchange Commission February 15, 2023 Page 2 each Class P Unit is granted with a specific hurdle amount, or distribution threshold, and will only provide value to the holder based upon your growth above that hurdle amount. Please revise your filing to disclose and clarify the material terms of the outstanding Class P Units…
The company responded
The Company respectfully informs the Staff that it does not believe that the terms of the Class P Units are material to investors in our Class A common stock since the payments made in connection with these Class P Units, if any, will be borne by affiliate entities of the Company and will not dilute or burden investors in our Class A common stock. The Class P Units were also granted to the named executive officers with vesting schedules that required such officers to provide services for a period of at least three years prior to becoming vested in the awards. The required services were performed with respect to affiliate and predecessor entities and fully satisfied more than one full year prior to this initial public offering. The applicable affiliate entities responsible for the settlement of the Class P Units are described in other sections of the Form S-1 Registration Statement as…
Atlas Energy Solutions Inc. · filed 2023-02-15 · 0001193125-23-040362
SEC staff comment
26. We note that Liberty Media has entered into services agreements with each of Quarte, Liberty Broadband and TripAdvisor and that each service company pays Liberty Media monthly management fees. To the extent these fees are standard, please disclose the expected fees to be paid pursuant to the Services Agreement. Please also disclose how executive officers’ compensation of Liberty Media will be allocated to SplitCo’s executive officers. As a related matter, please also provide the executive compensation information of the officers and directors of Liberty Media in accordance with Item 402 of Regulation S-K or tell us why you are not required to do so.
The company responded
In response to the Staff’s comment relating to the allocation of executive compensation, SplitCo added additional disclosure on pages 115 and 186 to clarify the method of allocation. 12 Further, SplitCo acknowledges the Staff’s comment regarding Liberty Media executive compensation disclosures and respectfully advises the Staff that executive compensation information for the executive officers of Liberty Media in accordance with Item 402 of Regulation S-K is not required, in reliance on SEC Interpretation 217.03, when a subsidiary of a public company goes public, historical disclosure is not required for officers of the subsidiary who were previously officers of the parent and, where, in some cases, all of the work they performed for the parent related to the subsidiary. Given that all of the executive officers of SplitCo were previously officers of Liberty Media who provided services…
Atlanta Braves Holdings, Inc. · filed 2023-02-13 · 0001104659-23-019851
SEC staff comment
6. Please update your executive compensation disclosures to include any compensation paid for the fiscal year ended December 31, 2022. Refer to Form F-1 and Item 6.B of Form 20-F for guidance.
The company responded
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 141 to include compensation paid for the fiscal year ended December 31, 2022. * * * January 31, 2023 Page 4 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at +44.20.7710.5820 with any questions or comments regarding this correspondence. Sincerely, /s/ Josh G. Kiernan Joshua G. Kiernan of LATHAM & WATKINS LLP cc: (via email) Gilad Yavetz, Chief Executive Officer, Enlight Renewable Energy Ltd. Nir Yehuda, Chief Financial Officer, Enlight Renewable Energy Ltd. Noa Beit Dagan, General Counsel, Enlight Renewable Energy Ltd. Ryan J. Lynch, Esq., Latham & Watkins LLP Yossi Vebman, Esq., Skadden, Arps, Slate, Meagher & Flom LLP Michael Hong, Esq., Skadden, Arps, Slate, Meagher & Flom LLP
Enlight Renewable Energy Ltd. · filed 2023-01-31 · 0001104659-23-008655
SEC staff comment
11. We note that subsequent to the filing of Form S-1, the company’s fiscal year ended. Accordingly, your next amendment should include updated executive compensation information for your most recently completed fiscal year pursuant to Item 402 of Regulation S-K. For guidance, refer to Question 117.05 of the Compliance and Disclosure Interpretations for Regulation S-K.
The company responded
In response to the Staff’s comment and pursuant to Item 402 of Regulation S-K, the Company has updated the executive compensation information in Amendment No. 1. *** We thank the Staff for its review of the foregoing and Amendment No. 1. If you have further comments, please do not hesitate to contact me at bjb@msk.com or by telephone at (917) 546-7709. Sincerely, /s/ Blake Baron Name: Blake Baron cc: Robert Potashnick, FOXO Technologies Inc. Nimish Patel, Mitchell Silberberg & Knupp LLP
FOXO TECHNOLOGIES INC. · filed 2023-01-27 · 0001213900-23-005774
SEC staff comment
1. Please provide executive compensation disclosure for each of Sesen Bio and Carisma for the year ended December 31, 2022.
The company responded
In response to the Staff’s oral comment, the Company has revised the disclosures on pages 152, 349-359, 360-363 and
Sesen Bio, Inc. · filed 2023-01-18 · 0001104659-23-004455