On May 16, 2025, the SEC announced that it will hold a roundtable on June 26, 2025 to discuss the SEC’s executive compensation disclosure requirements. The roundtable will be open to the public at the SEC’s headquarters and through a live stream available on www.sec.gov. The SEC encourages members of the public to submit views on the executive compensation disclosure requirements, either electronically or in paper format.
In a related statement, SEC Chairman Paul Atkins noted that “[i]t is important for the Commission to engage in retrospective reviews of its rules to ensure that they continue to be cost effective and result in disclosure of material information without an overload of immaterial information.” Chairman Atkins notes that in the years since the SEC first required tabular disclosure of total executive compensation in 1992, “disclosure requirements have been expanded to focus more and more on variations of components of compensation, rather than on total compensation.” Chairman Atkins notes that while it is clear that the requirements and the resulting disclosure “have become increasingly complex and lengthy, it is less clear if the increased complexity and length have provided investors with additional information that is material to their investment and voting decisions.”
The statement issued by Chairman Atkins sets forth a series of potential questions for consideration, which address the topics of executive compensation decisions, executive compensation disclosure and executive compensation hot topics. These questions address, among other things, the level of detail of executive compensation information that is material to investors in making investment and voting decisions, the usefulness of information required by the 2006 amendments to Item 402 of Regulation S-K, including compensation discussion and analysis disclosure, more recent executive compensation requirements mandated by the Dodd-Frank Act (including say-on-pay, pay-versus-performance and clawbacks), and challenges with respect to the identification and disclosure of perquisites.
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