The U.S. Securities and Exchange Commission (“SEC”) recently issued a press release announcing that it will host a public roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The event will be held at the SEC’s headquarters in Washington, D.C., and will also be streamed live on SEC.gov (with a recording to be posted at a later date).
In a statement accompanying the announcement, SEC Chairman Paul S. Atkins noted that while executive compensation disclosure requirements, and the resulting disclosure, have become “increasingly complex and lengthy,” it is unclear whether the added complexity and length has provided investors with additional information that materially informs their investment and voting decisions. The roundtable is intended to be part of the SEC’s review of its executive compensation disclosure requirements as it determines whether such requirements remain cost-effective and lead to the disclosure of material information without excessive immaterial information.
The roundtable will include representatives from public companies and investors as well as other experts. While the SEC will provide additional details about the roundtable’s agenda at a later date, Chairman Atkins outlined a series of key questions (copied below) that will be considered by the SEC in forming the agenda for the roundtable. These questions are designed to elicit feedback on how the executive compensation disclosure requirements might be streamlined to ensure that investors receive clear, decision-useful information, without creating an undue burden on registrants.
The questions focus on the scope, clarity, and effectiveness of existing disclosure requirements under Item 402 of Regulation S-K, as well as how evolving market practices – such as those related to executive compensation decision-making, perquisite determinations, clawback policies, and pay-versus-performance alignment – should be reflected in future rulemaking.
Chairman Atkins has asked members of the public to provide input on the questions both before and after the roundtable. Public companies should thoughtfully consider the questions and whether to take advantage of the opportunity to submit comments, particularly if they have insights that may help inform the SEC’s evaluation of the current executive compensation disclosure framework. All comments will become part of the public record, and parties are reminded to omit personally identifiable information they do not wish to be disclosed.
