SEC Proposes Executive Pay Disclosure Reform Focused on CEO and CFO, Perks Threshold Raised to $150,000
The U.S. Securities and Exchange Commission (SEC) on November 13 in Washington proposed rule amendments that would comprehensively reform executive and director compensation disclosure for public companies for the first time since 2006, refocusing the requirements on material information and reducing compliance burdens where they bring no commensurate benefit to investors. The public comment period will run for 60 days after the proposing release is published in the Federal Register.
Under the proposal, Item 402 of Regulation S-K would narrow the named executive officers, in most cases, to two people: the principal executive officer (PEO) and the principal financial officer (PFO), down from five or more today. The current array of compensation tables would be replaced with three clearer tables, the Earned Compensation Table, the Granted Compensation Table, and the Status of Equity Awards Table, so investors can track equity awards through their lifecycle.
The proposal would also raise the aggregate reporting threshold for perquisites from $10,000 to $150,000. The Compensation Discussion and Analysis would become more principles-based, requiring registrants to address only three topics and eliminating the current list of 15 example topics, while pay-versus-performance and related disclosures would be streamlined.
SEC Chairman Paul S. Atkins said in a statement that the amendments aim to elicit more informative disclosure rooted in materiality. Commissioner Mark T. Uyeda, in a separate statement, said the proposal reflects the discussion at the Commission's July 2025 executive compensation roundtable and more than 80 comment letters received. The amendments remain a proposal and would take effect only after a final rule is adopted, applying to future proxy statements.
(Source: U.S. Securities and Exchange Commission)
Source: U.S. Securities and Exchange Commission
Published by GSM · USA (original Chinese edition)
Photo: 图：美国证券交易委员会总部大楼（编辑部固定图库）。 / Photo: The headquarters of the U.S. Securities and Exchange Commission (GSM asset library).
