The Advisors' Blog

It’s been almost 2 months since the SEC held its roundtable on executive compensation disclosure rules. I had highlighted a few comment letters in advance of the event – but of course, many more have arrived since then. The grand total as of yesterday was 1,105!

Out of those, there are about 60 unique letters in the mailbag. Similar to remarks at the roundtable, many of them acknowledge that executive compensation disclosures have become unwieldly. The letters vary in proposed solutions, though. Here are a few high-level themes that companies will like:

1. Streamline the tables and make all disclosures more principles-based – see Davis Polk’s very thorough letter.

2. Modernize rules about perks – see letters from the Center on Executive Compensation, Baker McKenzie, and Cooley.

3. Enhance accommodations for smaller reporting companies – see letters from the National Association of Manufacturers and Cooley.

What about the other 1,000+ letters? Well, for the Staff tasked with reading everything, it may be good news that they’re substantially identical. Here’s more detail:

– 1,025 people have submitted this brief letter – which advocates for expanded disclosure rules, and expressly supports CEO pay ratio disclosures and clawback requirements.

– This letter submitted by 19 retail investors focuses more on perks – but also calls out pay ratio disclosure as material information.

For both, the pay ratio piece is somewhat surprising since that disclosure seems to have settled into predictable industry-based bands. Glass Lewis asked institutional investors in this year’s policy survey whether they care about this topic, so it will be interesting to see those results!

On the institutional investor front, this letter from the Council of Institutional Investors supports comprehensive disclosure, and – as you might expect – closing “non-GAAP loopholes” for compensation disclosures.

We will undoubtedly be discussing the future of executive compensation disclosure at our October “Proxy Disclosure & 22nd Annual Executive Compensation Conferences.” With several of our speakers also participating in the SEC’s roundtable and various comment letter endeavors, we will be ready to share the very latest updates – as well as practical tips for the 2026 proxy season. Join us in Las Vegas on October 21st & 22nd – right before NASPP’s annual conference in the same location – or virtually, if you can’t attend in person, so you don’t miss any of our practical agenda. Sign up online or reach out to our team at info@ccrcorp.com or 1.800.737.1271.

– Liz Dunshee