Tune in at 2:00 pm Eastern tomorrow — Wednesday, June 10 — for our annual webcast “Proxy Season Post-Mortem: The Latest Compensation Disclosures” to hear Mark Borges of Compensia, Dave Lynn of CompensationStandards.com & Goodwin and Ron Mueller of Gibson Dunn discuss “lessons learned” that companies can start carrying forward into the next proxy season. It’s time to analyze what was disclosed and what was not in the 2026 proxy season.
This webcast is scheduled for 90-minutes so that Ron, Mark and Dave have time to cover the many hot topics that everyone is dealing with right now, including:
– Today’s Incentive Compensation Challenges
– The State of Say-on-Pay During the 2026 Season
– Experience with Proxy Advisors’ New Pay-for-Performance Analyses
– Blackrock, State Street, and Vanguard Stewardship Approaches in 2026
– Compensation Clawbacks: Evolving Disclosures and the Coming Three-Year “Lookback”
– The 2026 Shareholder Proposal Process; Executive Compensation-Related Shareholder Proposals
– Proxy Advisors: Status of Lawsuits and Regulation
– Waning Proxy Advisor Power, the Rise of AI, Emerging Institutional Investor Policies and Managing
– Divergent Shareholder Views
– What’s To Come: Musings on Recent SEC Rule Proposals and the Impact on Equity & Compensation Disclosures (Time Permitting)
– What’s To Come: Musings on Potential Executive Compensation Disclosure Rulemaking (Time Permitting)
– What’s To Come: Musings on the Potential Overhaul of Regulation S-K (Time Permitting)
Members of this site can attend this critical webcast (and access the replay and transcript) at no charge. Non-members can separately purchase webcast access. If you’re not yet a member, you can sign up for the webcast or a CompensationStandards.com membership by contacting our team at info@ccrcorp.com or at 800-737-1271. Our “100-Day Promise” guarantees that during the first 100 days as an activated member, you may cancel for any reason and receive a full refund.
We will apply for CLE credit in all applicable states (with the exception of SC and NE which require advance notice) for this 90-minute webcast. You must submit your state and license number prior to or during the live program. Attendees must participate in the live webcast and fully complete all the CLE credit survey links during the program. You will receive a CLE certificate from our CLE provider when your state issues approval, typically within 30 days of the webcast. All credits are pending state approval.
This program will also be eligible for on-demand CLE credit when the archive is posted, typically within 48 hours of the original air date. Instructions on how to qualify for on-demand CLE credit will be posted on the archive page.
Sometimes you just need to step back and consider what you’d do if you had a blank slate. This FW Cook memo observes that at some companies, it’s worth using the summer comp committee to discuss whether the current LTI program still matches the company’s current strategy – even if you don’t end up making any changes. Here’s why it’s worth the time:
LTI is the largest piece of executive pay, the piece most visible to shareholders, and the piece that most directly translates board intent into management behavior. It is also the piece that tends to evolve through small, defensible adjustments year over year — a metric swap here, a weighting tweak there — until the cumulative shape of the program reflects historical accommodations more than current strategy.
Specifically, the memo recommends considering whether the following plan elements still align with the company’s current compensation philosophy, goals, and strategy:
– Vehicle mis: Longstanding assumptions that drove many companies to use a mix of PSUs, restricted stock and/or options have been tested in recent years. Committees that haven’t recently asked whether the current mix is still the best expression of their pay philosophy may find the answer has drifted from where they thought it would be.
– Performance period: The assumption that three years is the right answer because three years has always been the answer deserves at least one honest conversation per cycle.
– Vesting and post-vest holding: Cliff versus ratable vesting, post-vest holding requirements, mandatory deferral, and stock ownership guidelines all interact in ways that are easy to specify individually and harder to evaluate as a system. One mechanism that has largely faded from current practice but could be revisited is the management stock purchase program — an arrangement under which executives can elect to receive a portion of their bonus, or other earned compensation, in restricted stock rather than cash, typically with a premium or matching component that compensates for the lockup.
As always, members who are navigating these issues can access a library of resources in our “LTIPs” Practice Area. You can sign up for a CompensationStandards.com membership by contacting our team at info@ccrcorp.com or at 800-737-1271. Our “100-Day Promise” guarantees that during the first 100 days as an activated member, you may cancel for any reason and receive a full refund.
Tune in 2:00 pm Eastern today on TheCorporateCounsel.net for our webcast – “The SEC’s Semiannual Reporting Proposal: Considering the Alternatives” – to hear from the all-star line-up of Brian Breheny of Skadden, Meredith Cross of WilmerHale, Tom Kim of Gibson Dunn and our own Dave Lynn, also of Goodwin, on the topic of the SEC’s proposed amendments that would allow public companies to elect to file semiannual reports on new Form 10-S, rather than filing quarterly reports on Form 10-Q. They will discuss the SEC’s proposed rule changes and explore the practical implications of a shift to semiannual reporting for issuers, auditors, underwriters and the markets. Topics include:
– The SEC’s proposed rule changes to the periodic reporting system
– The SEC’s proposed changes to financial statement requirements
– Potential areas for changes to the proposed rules
– The experience of public companies in other jurisdictions with optional semiannual reporting
– Considerations for companies when deciding to elect semiannual reporting
– Potential challenges of semiannual reporting for areas such as insider trading compliance, share repurchase activity, capital-raising and investor communications
– The ways in which earnings releases and earnings calls may change for companies opting into semiannual reporting
– The relationship of the semiannual reporting proposal to other SEC initiatives
Current members of TheCorporateCounsel.net automatically have access to this webcast. Not yet a member? We’re giving non-members special access to this important program. Register for free access today.
As usual, we will apply for CLE credit in all applicable states (with the exception of SC and NE, which require advance notice) for this 60-minute webcast. You must submit your state and license number prior to or during the live program. Attendees must participate in the live webcast and fully complete all the CLE credit survey links during the program. You will receive a CLE certificate from our CLE provider when your state issues approval, typically within 30 days of the webcast. All credits are pending state approval.
This program will also be eligible for on-demand CLE credit when the archive is posted, typically within 48 hours of the original air date. Instructions on how to qualify for on-demand CLE credit will be posted on the archive page.
Last week, Liz shared how the SEC’s proposed overhaul of filer status thresholds – if adopted – could make approximately 80% of public companies eligible for scaled disclosure accommodations. But she warned that companies should avoid the “Jurassic Park problem” and carefully consider before deciding whether to provide fewer disclosures and scrap say-on-pay if the proposals are adopted. To that end, this CAP memo lists these practical steps companies should consider taking early on to evaluate the impact on their proxy disclosures and compensation governance. They suggest that companies should begin:
– Assessing whether they would likely qualify as a proposed NAF or LAF
– Modeling how the proposed rules would change the content and timing of annual proxy preparation
– Identifying which current disclosures would no longer be required but may still be useful to investors
– Considering whether to retain a streamlined compensation narrative even if CD&A is no longer required
– Evaluating how the elimination of say-on-pay could affect the company’s shareholder engagement strategy
– Assessing whether reduced peer company disclosure could affect peer group benchmarking analyses, especially for companies that rely heavily on proxy statement disclosure as a market data source
– Monitoring institutional investor and proxy advisor reactions to the proposal
– Following the SEC comment process and any changes made before final rule adoption
It says a company’s approach might depend on company size, ownership profile, compensation history, governance posture, and investor expectations and that market practice is likely to evolve over time – as may the advisability of using scaled disclosure accommodations.
Russell Reynolds recently reported on updated Q1 2026 data from its Global CHRO Turnover Index, generally finding that CHRO succession is becoming “more deliberate.” Specifically, “Organizations are making slightly fewer moves overall, but when they do make a change, they are widening the search, weighing experience carefully, and holding leaders in role for longer.” Here are the key takeaways:
Experienced CHRO hires gained traction in major markets
First-time CHROs remained the majority of global appointments, rising to 60% from 54% in Q1 2025. But in the S&P 500, 60% of incoming CHROs had already held a public company CHRO role, up from 39% a year earlier. In the FTSE 100, that figure reached 75%, up from 50% in Q1 2025.
Organizations widened the aperture on succession
Globally, 56% of incoming CHROs were external hires, up from 46% in Q1 2025 and above the seven-year average of 52%. The shift was especially pronounced in the S&P 500, where 67% of CHRO appointments were external, up from 30% a year earlier.
CHRO tenure continued to edge higher
Average outgoing CHRO tenure rose to 5.4 years globally, up from 5.2 years in Q1 2025 and above the seven-year average of 4.7 years—the highest level in the period tracked.
On the rise in tenure, the summary says this may be attributed to boards’ preference for continuity in people leadership, especially given the volatile operating environment and the expansive remit of the CHRO.
Here’s something I shared last week on TheCorporateCounsel.net:
Last Friday, the SEC announced settled charges against Foot Locker (which has since been acquired) for allegedly violating Rule 21F-17 – the whistleblower protection rule – by including problematic language in separation agreements. Without admitting the findings in the order, Foot Locker consented to the entry of a cease-and-desist order and to pay a $148,000 civil penalty.
According to the SEC’s order, from at least July 2020 through June 2024, approximately 148 departing Foot Locker employees, who were senior executives, directors, and employees in finance, legal, supply chain, and operations, signed separation agreements in order to receive severance payments. The order finds that the agreements contained a provision that purported to waive employees’ rights to receive whistleblower awards from the Commission.
The order includes the offending language:
This Agreement and General Release does not prevent you from filing a charge or participating in an investigation or proceeding conducted by a government agency, including the Securities & Exchange Commission, the Equal Employment Opportunity Commission, the Department of Justice, or comparable state or local agency. However, by signing this Agreement and General Release, you understand and agree that you are waiving the right to receive any award of monetary or other benefits or any other legal or equitable relief whatsoever resulting from any such charge or proceeding by you, anyone else on your behalf, or otherwise, unless this Agreement and General Release is invalidated. You agree to waive such personal relief even if it is sought on your behalf by an agency, governmental authority or a person claiming to represent you and/or member of a class.
Like in prior enforcement actions, the action was brought despite no indications that Foot Locker ever sought to enforce the provision or that it actually did impede reporting, and Foot Locker phased out the award waiver provision in its separation agreements in 2024.
This Debevoise alert says this enforcement action “continues a line of enforcement actions against public and private companies for including language in employment agreements, company policies, and other materials that the Commission has interpreted as having a chilling effect on potential whistleblowers in violation of Section 21F of the Dodd-Frank Act and Exchange Act Rule 21F-17(a) thereunder.” We’ve seen a lot of those actions during other administrations, but the alert continues:
The action serves as a reminder that while the current Commission may be less active in bringing cases involving violations of Rule 21F-17(a), the enforcement staff will continue to pursue instances in which companies include language in their agreements that the staff views as clearly violative.
Public and private companies should review their current employment contracts, separation agreements, and other documents across their businesses to ensure they do not contain language that could be read as prohibiting, discouraging or otherwise interfering with any protected SEC whistleblowing activities. Companies should also ensure that any prior versions of documents with such language are no longer in use.
As most folks who work with compensation committees already know, many companies have changed their approach to ESG metrics over the past year or two. What tends to be more interesting than the existence of updated metrics is how changes are being communicated internally and externally – and how they’re being perceived. This “Sustainable Views” article (an offshoot of the Financial Times) has an interactive chart that parses proxy statement disclosures by 20 large companies from 2021 to 2026. Here are a few key takeaways:
– Sustainable Views’ analysis of the top 20 US companies by revenue finds large corporations are becoming vaguer about linking executive pay to sustainability goals, or dropping the linkage altogether
– While some companies continue to disclose specific sustainability-linked metrics or weightings in executive pay, most rely on broad qualitative assessments with limited transparency around targets or payout calculations
– Diversity, equity and inclusion goals saw the sharpest retreat over the period amid growing political backlash against corporate DEI programmes in the US
While it’s tempting to reduce the ESG shift to punchy graphics and sound bites, the truth is that compensation committees and advisors are facing a number of complexities and situations that are evolving in real time. The need to balance litigation risks, motivating executives, enhancing shareholder value, maintaining credibility with stakeholders, and other factors makes it unlikely that there will be easy answers, let alone a one-size-fits-all approach. Shareholder engagement with significant investors and robust internal discussion and alignment may not be super flashy, but they are usually good starting points.
A recent memo from Compensation Advisory Partners adds more data to what you may have already sensed: More companies – especially large caps – are providing personal security arrangements for executives that meet the definition of perquisites. However, it’s still not quite a majority.
The memo is based on data from 90 companies with fiscal years ending between March and November 2025, and looked at their 3-year history of personal security arrangements and aircraft perks. Here are a few key findings:
– Among the companies in CAP’s sample, the prevalence of CEO personal security perquisites has increased steadily over the past three years to 44.4% for 2025. Notably, changes in prevalence reflect only the addition of CEO security perks, with no companies eliminating them during the period reviewed. This contrasts with other perquisites – such as personal use of corporate aircraft – where companies both add and eliminate benefits over time. The absence of eliminations suggests that once implemented, CEO security perks are generally viewed as necessary, ongoing risk-mitigation measures rather than discretionary benefits.
– Among companies that disclosed the value of CEO personal security perquisites, reported costs varied widely depending on the scope of security provided. While the median value declined year over year, a majority of companies (72.0%) reported an increase in their CEO security perk value, and the average value increased, indicating an upward trend across the broader sample. The average CEO security perk value is significantly above the 75th percentile, driven by high-cost outliers.
– Among the companies in CAP’s sample, the prevalence of CEO aircraft perks has increased modestly over the past three years to 44.4% for 2025. 100% of the companies that introduced a CEO aircraft perk in 2025 cited security-related considerations in their proxy disclosures, and 100% of the companies that eliminated their aircraft perk experienced a CEO transition, with the outgoing CEO receiving the benefit and the incoming CEO not receiving it.
The memo also found that – while security arrangements tend to vary – they generally include a mix of the following elements, often based on a security study or other risk assessment:
Last week, the SEC proposed an overhaul of filer status thresholds that – if adopted – could make approximately 80% of public companies eligible for scaled disclosure accommodations akin to those currently available to smaller reporting companies. As noted in this Willis Towers Watson memo, that would mean:
– No shareholder advisory votes: No say-on-pay proposals, no say-on-frequency, and no say-on-golden-parachute
– Substantially reduced disclosure requirements:
– No CD&A required
– Three NEOs instead of five (the Principal Executive Officer plus the next two highest-paid executive officers; this means that the CFO’s compensation would not necessarily be required disclosure)
– Two years of Summary Compensation Table information instead of three
– Fewer compensation tables with only the Summary Compensation Table, Outstanding Equity Table, and Potential Payments upon Termination Table required; no requirement to include:
– Grants of Plan-Based Awards Table
– Options Exercised and Stock Vested Table
– Nonqualified Deferred Compensation Table
– Pension Benefits Table
– No pay vs. performance disclosure and no CEO pay ratio
– Other reports and disclosures not required:
– Compensation committee report and compensation policies and practices related to risk management
– Compensation committee interlocks and insider participation disclosure
– Item 201 performance graph disclosure in 10-Ks
– Disclosure of risk factors required in 10-Ks or 10-Qs
– Auditor attestation report under Sarbanes-Oxley section 404(b)
It’s important to note that while that would ease the requirements for a large number of companies, these companies represent less than 7% of aggregate public float across the market. But as this Cooley memo notes, if the rules are adopted as proposed, companies that become eligible for scaled compensation disclosure would likely still need to consider the potential wrath of investors – and thus need to think carefully before ditching say-on-pay. Here’s why:
Currently, in general, if a company includes a shareholder advisory say-on-pay vote, Institutional Shareholder Services (ISS) addresses its compensation-related recommendations to that proposal. However, if there is no say-on-pay proposal on the ballot, any adverse recommendations related to executive compensation are typically applied to compensation committee members. Without a say-on-pay proposal on the ballot for NAFs, more public company compensation committee members may find themselves subject to adverse recommendations related to executive compensation.
Comments on the proposal are due on or before July 20th, and eligibility for scaled disclosure would begin with the first filing following the effective date of the final rules and completion of the initial filer status assessment (which would occur at the end of the fiscal year, based on public float as of the end of the two most recently completed second fiscal quarters). We’re posting memos in our “SEC Rules” Practice Area.
I’m not fluent in ERISA, but I still appreciated the takeaways from the Fourth Circuit’s decision last month in Milligan v. Merrill Lynch highlighted in this Gibson Dunn alert. The Fourth Circuit addressed whether Merrill Lynch’s WealthChoice Award program, which provided annual contingent cash awards to select high-performing financial advisors who remained continuously employed through an eight-year vesting period, was an ERISA-covered pension plan. A former advisor forfeited unvested awards when he voluntarily resigned, and filed a class action lawsuit alleging that the program violated ERISA’s vesting and anti-forfeiture requirements.
The court []surveyed decisions from other circuits and identified a non-exhaustive list of factors relevant to determining whether a program is a bonus payment plan rather than an ERISA pension plan:
– whether the program contemplates universal employee participation or imposes heightened eligibility requirements;
– whether the program is funded with money that would otherwise be immediately payable to the employee;
– whether the program is actually funded or instead involves phantom or notional investments;
– whether employees can unilaterally postpone payment until termination or beyond;
– whether the program is presented as a vehicle for obtaining retirement income; and
– whether firm performance affects program payments.
The court emphasized that these factors are not exhaustive and that not every factor must be present in every case.
Applying those factors, the Fourth Circuit held that the WealthChoice Award program “comfortably qualifie[d] as a bonus payment plan.” The court emphasized that the program was limited to high-performing advisors who met production thresholds; awards were contingent on continued employment and were not funded with money employees were otherwise immediately entitled to receive; notional accounts were unfunded and unsecured; vesting triggered automatic and mandatory payment; approximately 92% of advisors who were paid WealthChoice Awards between 2018 and 2024 were current employees; and the program was communicated as a retention and business-alignment incentive, not as a pension or retirementincome vehicle.
This may be the expected conclusion, but the alert says there are still some helpful structuring and communication takeaways from the facts the Fourth Circuit emphasized in its decision. For example:
– Long vesting periods do not necessarily create an ERISA pension plan. The Fourth Circuit rejected the notion that an eight-year vesting period, standing alone, transformed the WealthChoice Award program into an ERISA pension plan. The key question was not simply whether payment was delayed, but whether the program systematically deferred
income until termination or retirement or was designed to provide retirement income.
– Program design and communications matter. The court relied on how Merrill Lynch described and structured the program. Employers seeking non-ERISA treatment should consider whether plan documents, award agreements, and employee communications consistently describe the program as a bonus, incentive, performance, or retention arrangement—not as a retirement, pension, deferred compensation, or savings program.
– Employee control over payment timing can be important. The court distinguished arrangements in which employees may elect to defer compensation or choose payment at termination or retirement. In Milligan, advisors could not unilaterally defer payment; once the vesting conditions were satisfied, payment was automatic and mandatory. That
feature supported non-ERISA treatment.
– Unfunded notional accounts may support bonus-plan treatment. The program’s use of unfunded, unsecured notional accounts indexed to reference investments did not convert the arrangement into an ERISA plan. The court viewed those features as consistent with a contingent promise to pay a bonus, not as evidence that employees had deferred earned income.