We’ve blogged about higher support for say-on-pay resolutions this year. Alongside that, fewer companies are experiencing failed votes. This Glass Lewis update confirms just how pronounced the trend is:

– Average North American say-on-pay support increased slightly year-over-year, and the number of failed proposals was down by more than 20%, particularly outside the S&P 500.

– Among four failed S&P 500 proposals, two were repeat offenders, also failing to receive majority support for the say-on-pay proposal in 2025.

– Excessive CEO granting practices were at the center of all four failed S&P 500 say-on-pay votes.

The Glass Lewis team also noted that one-time awards and increases at the top of the U.S. market drove an increase in average CEO pay. Here’s more detail:

– The total value of one-time awards, and average award size, continued to trend upward. In the S&P 500, $2.7 billion in one-time awards were granted, up 40.8% from the prior year, with average values increasing by 22.7% to $3.7 million. This drove average CEO pay up 17.8% compared to 2025, to $11.5 million. For the Russell 3000, $8.6 billion in one-time awards were granted, up 47.6% from the prior year, with average award size up 34.1% to $2.3 million.

– While the average value of individual sign-on awards fell slightly year-over-year, that of most other one-time award categories saw significant rises compared to the prior year. This was, in part, driven by awards at the top end of the value range.

– The number of S&P 500 CEOs with pay packages of $100 million+ doubled from 5 in 2025 to 10 in 2026.

– Median CEO pay growth continued, though more slowly than in recent years among the S&P 500.

– Liz Dunshee

I blogged a few months ago that more companies are providing personal security services to CEOs. This Pay Governance memo says it’s now a majority practice at S&P 500 companies. Additionally, more companies are providing security to non-CEO executives and/or spending more on those arrangements. Pay Governance shared these key findings based on proxy statements filed as of June 15th of this year (and the two prior years, for comparative data):

– Personal security benefits are becoming more common. Among S&P 500 companies, prevalence of CEO personal security increased from 35% to 54% year over year, while approximately 47% of companies now provide personal security to at least one additional named executive officer (NEOs).

– Growth is most pronounced below the CEO level. Median personal security values for other NEOs rose from approximately $10K to $32K, while the 75th percentile increased from approximately $32K to $143K.

– Security programs are becoming more multidimensional. Based on most recent 2026 proxy disclosures, there are increased references to digital protection, cybersecurity monitoring, online privacy services, personal data removal, home network monitoring, and independent risk assessments.

– Personal Aircraft usage values increased. CEO aircraft usage values increased 17% at the median and 37% at the 75th percentile, with meaningful increases also reported for other NEOs.

– Disclosure quality is improving. Disclosures increasingly address digital security, independent risk assessments, and governance oversight.

Looking ahead, the memo notes:

Executive protection is likely to remain an important area of Board and Compensation Committee oversight. Given the elevated risk environment and expanding program scope, prevalence and disclosed value may continue to increase, particularly for certain executives beyond the CEO. The SEC is actively reconsidering whether executive personal security should be treated as a “perk” for disclosure purposes, but no specific changes have been outlined yet. Major shareholders and proxy advisors appear to be focused less on the existence of these benefits alone and more on whether companies provide a clear rationale, disclosure, document appropriate oversight, and explain how the arrangements support shareholder interests.

For Compensation Committees, several practical considerations follow:

– Ground programs in a formal security assessment. The strongest programs are supported by an independent, periodic security assessment rather than ad hoc decisions. This helps establish the appropriateness of the benefit, supports the company’s business rationale, provides consistency of application for the affected team members, and provides a stronger foundation for shareholder disclosure.

– Clearly explain the business rationale. Compensation Discussion and Analysis (CD&A) disclosure should explain how security and aircraft benefits relate to the executive’s role, visibility, travel requirements, threat environment, and broader company risk management. This framing helps distinguish the program from a purely personal perquisite.

– Evaluate tax gross-ups carefully. Committees should deliberate about whether to provide tax gross-ups on security and aircraft benefits, particularly because proxy advisors and most investors generally view gross-ups unfavorably. Where gross-ups are provided, the rationale should be clearly disclosed and tied to the company’s broader program objectives.

– Reassess coverage beyond the CEO. Given the increasing prevalence of programs covering other NEOs, based on the findings from the security assessment, Committees may want to evaluate whether certain non-CEO executives also face elevated risk due to their role, public profile, business responsibilities, travel patterns, or visibility on sensitive company matters.

– Align disclosure with governance. Companies that pair a well-governed, risk-based security program with clear, business-focused disclosure will be best positioned to protect executives while maintaining shareholder confidence.

We’ll be discussing personal security, perks, and of course the potential overhaul of the SEC’s executive compensation disclosure rules, and how companies may want to respond to those changes and the updates to filer status rules (if/when we have final rules on these topics), at our Proxy Disclosure & Executive Compensation Conferences. We’ll be posting over 200(!) pages of course materials containing practical nuggets and real-life examples from our conference speakers to our conference platform in the weeks leading up to the conferences. Conference attendees get exclusive access to these course materials. It’s worth registering for the conference just for these alone!

You can register online or by contacting us at info@CCRcorp.com or 1-800-737-1271. Make sure to book your hotel room soon too because the block is filling up quickly!

– Liz Dunshee