Washington D.C., Nov. 21, 2024 — The Securities and Exchange Commission today announced that its 33rd Chair, Gary Gensler, will step down from the Commission effective at 12:00 pm on January 20, 2025. Chair Gensler began his tenure on April 17, 2021, in the immediate aftermath of the GameStop market events. He led the agency through a robust rulemaking agenda to enhance efficiency, resiliency, and integrity in the U.S. capital markets. He also oversaw high-impact enforcement cases to hold wrongdoers accountable and return billions to harmed investors.
“The Securities and Exchange Commission is a remarkable agency,” said Chair Gensler. “The staff and the Commission are deeply mission-driven, focused on protecting investors, facilitating capital formation, and ensuring that the markets work for investors and issuers alike. The staff comprises true public servants. It has been an honor of a lifetime to serve with them on behalf of everyday Americans and ensure that our capital markets remain the best in the world.
“I thank President Biden for entrusting me with this incredible responsibility. The SEC has met our mission and enforced the law without fear or favor. I’ve greatly enjoyed working with my fellow Commissioners, Allison Herren Lee, Elad Roisman, Hester Peirce, Caroline Crenshaw, Mark Uyeda, and Jaime Lizárraga. I also thank Congress, my colleagues across the U.S. government, and fellow regulators around the world.”
Treasury Markets
During Chair Gensler’s tenure, the SEC adopted critical enhancements to the $28 trillion U.S. Treasury markets. To lower cost and risk in the Treasury markets, the agency adopted rules to promote central clearing and narrow circumstances in which broker-dealers are exempt from national securities association registration. These reforms will lower risk and enhance efficiency throughout the entirety of the U.S. capital markets.
Equity Markets
Under Chair Gensler, the SEC made the first significant updates to the $55 trillion U.S. equity market in nearly 20 years. The agency unanimously made updates to the National Market System so that stocks can be traded more efficiently with narrower spreads and lower fees. Improvements also include shortening the settlement cycle to one day, which is good for investors and lowers risk in the market. Further, the agency unanimously adopted rules to update information regarding brokers’ execution quality. These reforms benefit investors by making equity markets more efficient.
Resiliency
The Commission adopted amendments during Chair Gensler’s tenure regarding Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds. The amended rules require that large hedge fund and private equity fund advisers make current reports on certain events to the Commission. The SEC further amended Form PF jointly with the Commodity Futures Trading Commission to improve the quality of the information the agencies receive from all Form PF filers, and those changes will be implemented next year. Finally, the Commission adopted reforms to money market funds to make them more resilient, liquid, and transparent, including in times of stress.
Corporate Governance
To better promote trust in the capital markets, the SEC under Chair Gensler adopted a number of changes regarding corporate governance, including updating the rules for when corporate insiders can sell their shares, for when executives have to give back compensation based on erroneously reported financials, and for disclosure of executive pay versus performance. The agency also adopted new rules to allow shareholders to vote their preferred mix of board candidates on universal proxy cards in contested director elections. Additionally, the Commission adopted rules requiring more timely disclosure by those who are seeking control and buy more than a 5 percent stake in a company.
Disclosure
Since April 2021, the Commission has adopted several rules to ensure that investors get the disclosure they need from public companies and companies seeking to go public, broker-dealers, and investment advisors.
First, the Commission adopted rules to enhance disclosure around public company issuers’ cyber and climate risks, as well as for those companies seeking to go public via a special purpose acquisition company. The rules are grounded in materiality, as investors need this information to make buying, selling, holding, and voting decisions.
Second, the Commission adopted rules requiring certain broker-dealers and investment advisers to notify customers of data breaches that might put personal information at risk.
Finally, the Commission enhanced transparency to the markets by regularly publishing aggregate, anonymized data regarding registered investment funds, private funds, and investment advisers.
Accounting and Auditing
During Chair Gensler’s tenure, the Public Company Accounting Oversight Board (PCAOB), overseen by the SEC, successfully negotiated a Statement of Protocol with Chinese market authorities to allow the PCAOB to fully inspect and investigate, for the first time, the auditors of China-related companies listed in the United States. For the last two years, the PCAOB has been able to fulfill its inspection and enforcement-related responsibilities as it relates to audit firms in China and Hong Kong.
Further, in April 2021, the PCAOB had only updated five of the standards it adopted on an interim basis when it was created 20 years ago. The interim standards had been carried over from existing American Institute of Certified Public Accountants standards, and the Sarbanes-Oxley Act envisioned that the PCAOB would update them soon after its creation. Since Chair Gensler was sworn in, the PCAOB has updated 18 interim standards and two other standards to reflect the current oversight needs in accounting and auditing.
Examinations and Enforcement
The Divisions of Enforcement and Examinations, which make up about half of the agency, have been steadfast cops on the beat during Chair Gensler’s tenure. The agency received more than 145,000 tips, complaints, and referrals and awarded approximately $1.5 billion to whistleblowers. The Commission filed more than 2,700 enforcement actions and obtained approximately $21 billion in penalties and disgorgement orders. Between fiscal years 2021 and 2024, the agency returned more than $2.7 billion to harmed investors as a result of enforcement actions.
Further, the SEC recovered more than $250 million for harmed investors through examination of investment advisors, investment companies, and broker dealers, among others. The Division of Examinations also enhanced communication with registrants by sharing more timely information about its annual priorities and observations and proactively engaging with industry and other regulators.
Under Chair Gensler, the Commission continued the work Chair Jay Clayton began to protect investors in the crypto markets. During Chair Gensler’s tenure, the agency brought actions against crypto intermediaries for fraud, wash trading, registration violations, and other misconduct.
In the last full fiscal year, according to the SEC’s Office of the Inspector General, 18 percent of the SEC’s tips, complaints, and referrals were crypto-related, despite the crypto markets comprising less than 1 percent of the U.S. capital markets. Court after court agreed with the Commission’s actions to protect investors and rejected all arguments that the SEC cannot enforce the law when securities are being offered—whatever their form.
About Chair Gensler
Chair Gensler was formerly Chair of the U.S. Commodity Futures Trading Commission, leading the Obama Administration’s reform of the $400 trillion swaps market. He also was senior advisor to U.S. Senator Paul Sarbanes in writing the Sarbanes-Oxley Act (2002) and was undersecretary of the Treasury for Domestic Finance and assistant secretary of the Treasury from 1997-2001.
In recognition for his service, Chair Gensler was awarded the Alexander Hamilton Award, the U.S. Treasury’s highest honor. He is a recipient of the 2014 Frankel Fiduciary Prize.
Before joining the SEC, Chair Gensler was professor of the Practice of Global Economics and Management at the MIT Sloan School of Management, co-director of MIT’s Fintech@CSAIL, and senior advisor to the MIT Media Lab Digital Currency Initiative. From 2017-2019, he served as chair of the Maryland Financial Consumer Protection Commission.
Earlier in his career, Chair Gensler worked at Goldman Sachs, where he became a partner in the Mergers & Acquisition department, headed the firm’s Media Group, led fixed income & currency trading in Asia, and was co-head of Finance, responsible for the firm’s worldwide Controllers and Treasury efforts.
A native of Baltimore, Md., Chair Gensler earned his undergraduate degree in economics in 1978 and his MBA from The Wharton School, University of Pennsylvania, in 1979. He has three daughters.