The Advisors' Blog

Maybe you were busy last week and missed it: The SEC’s proposal on executive compensation disclosure reform is in the queue on the OIRA dashboard! Here’s what Dave shared on Friday on TheCorporateCounsel.net:

The White House’s Office of Information and Regulatory Affairs (OIRA) updated its dashboard this week to note that the SEC has submitted a rule proposal titled “Executive Compensation Disclosure Reform,” signaling that the Commission will consider this rulemaking in the near-term. The Goodwin Public Company Advisory blog notes:

On August 26, 2026, the SEC submitted a rule proposal titled “Executive Compensation Disclosure Reform” to the White House’s Office of Information and Regulatory Affairs (OIRA). Those SEC rulemaking initiatives that are under review by OIRA are listed on a dashboard until the review is completed.

The SEC signaled that it was considering potential changes to the executive compensation disclosure rules by announcing a roundtable on executive compensation disclosure requirements on May 16, 2025. The roundtable was held on June 26, 2025, and the SEC also solicited comments on potential changes to the disclosure requirements. The agenda for the roundtable called for three panels to discuss the evolution of executive compensation disclosure over time and to explore whether the rules have achieved their policy objectives, the challenges in preparing the required disclosure, the types of disclosure that investors find material, and what the disclosure requirements should look like in the future.

A consistent theme throughout the roundtable was the complexity of the compensation tables and the required methodologies for reporting the required information. During the roundtable, the panelists addressed the concept of materiality, including whether executive compensation information is material to investors. Some of the panelists at the roundtable advocated for a move to principles-based disclosure requirements, while others indicated certain prescriptive disclosure requirements may be necessary. The panelists discussed the challenges with perquisites, including the need to disclose personal security for executives as a perquisite. Several panelists noted the significant difficulties that companies encounter with the executive compensation requirements adopted pursuant to the Dodd-Frank Act, including the pay versus performance disclosure requirements, the mandatory clawback requirements and the CEO pay ratio disclosure requirements. Approximately 70 substantive comment letters and over 1,000 form comment letters were submitted in response to the SEC’s solicitation of comment.

While OIRA has up to 90 days to review an agency’s rulemaking, it has typically approved most SEC proposals in a much shorter period of time. Once the rulemaking has been cleared by OIRA, the Commission could schedule or an open meeting to vote on the proposal or approve it by a seriatim process without the need for an open meeting.

But wait, there’s more! After Dave posted the blog on Friday, two more entries appeared on the dashboard, signaling proposals to rescind Rule 14a-8 for shareholder proposals and modernize the proxy solicitation process to reduce costs and compliance burdens. Check out John’s blog today on TheCorporateCounsel.net for more on those.

As John noted, like the executive comp proposal, these two proposals appeared on the latest edition of the SEC’s Reg Flex Agenda and targeted an October 2026 date for their release. It looks like the SEC’s on track to hit that date, and we’ll be ready to address any proposals that are issued during our Proxy Disclosure and Executive Compensation Conferences to be held on October 12th and 13th in Orlando. In case you needed another reason to register now, the SEC just gave you three!

It is certainly shaping up to be a busy fall for the SEC and all of us who might be involved with commenting on the rules. While these topics appeared in quick succession on the OIRA dashboard, we don’t know for sure when we’ll see the proposals – let alone the final rules – but we get the impression folks are motivated to keep moving everything along and companies need to be thinking ahead about their gameplans under the new frameworks. For those who may already be getting nostalgic for “what was,” check out Dave’s blogs about his time on the Staff handling shareholder proposals and the SEC’s executive compensation disclosure rules.

– Liz Dunshee