SEC Roundtable on Executive Compensation Disclosure

The Securities and Exchange Commission held a roundtable at the SEC’s headquarters in Washington, DC on June 26, 2025 to discuss possible changes to the Commission’s requirements for executive compensation disclosure. After opening remarks were delivered by Chairman Paul Atkins, Commissioner Hester Peirce, Commissioner Caroline Crenshaw, and Commissioner Mark Uyeda, three panels were held to examine and discuss, among other topics, (1) the process by which public companies set compensation for their executive officers, (2) the current status of executive compensation disclosure, and (3) how executive compensation disclosure requirements should evolve going forward. Among the panelists were public company executives, investor representatives, law firm partners, and industry experts. Ahead of the roundtable, the SEC provided an opportunity to the public to submit comments on executive compensation disclosure. Comments were submitted by compensation consultants, institutional investors, and industry associations, among others, to voice their positions and make suggestions regarding potential amendments to SEC rules and regulations. All comments that were submitted remain publicly available for review.

In his opening remarks, Chairman Atkins stated, “[the] roundtable is one of the first steps in considering whether the current executive compensation disclosure requirements achieve [the SEC’s] objectives, and if not, how the rules should be amended.” Specifically, he referenced the perceived need for balance between “investor protection, fair, orderly, and efficient markets, and capital formation.” Different viewpoints were shared and elaborated upon at the roundtable, but the general sentiment of both the commissioners and many of the other roundtable participants was that there currently is a disconnect between the intentions of the Commission’s robust disclosure requirements and the resulting disclosure that is being produced by public companies and filed with the SEC. Despite efforts to require companies to be transparent regarding the corporate decision-making process, many believe that this disclosure is difficult to digest and therefore not sufficiently understandable to those same investors it is designed to inform and protect. Commissioner Peirce highlighted the fact that the complexity and length of executive compensation disclosure has become not only cumbersome, but also expensive to produce. She further cautioned that the present disclosure landscape may have resulted in companies adjusting their compensation programs and therefore may be having an unintentional influence on corporate arrangements.

It is clear that although there is the potential for a number of changes in executive compensation disclosure to be effected, we are still in the very early stages before any type of overhaul may be contemplated. Some of the more significant possible changes would require SEC rule changes that will take time to approve and implement. Additionally, certain required disclosures (e.g., pay vs. performance and pay ratio disclosure) are the result of statutory mandates from the Dodd-Frank Wall Street Reform and Consumer Protection Act. Commissioner Atkins encouraged anyone who has not yet submitted a comment letter to do so, noting that the SEC staff will review and consider differing viewpoints and positions when evaluating possible proposals.

Please check back with us as we continue to monitor further discussions and developments related to executive compensation disclosure reform that may arise.

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