I don’t want to get too far ahead of ourselves with speculating about potential changes to the SEC’s executive compensation disclosure rules. But I will note that despite overall exuberance on the company side about the prospect of less onerous disclosure, there is also some acknowledgement that companies could lose benchmarking insight that is currently available through proxy disclosures. So, get it while you can! Mark Borges continues to share noteworthy proxy disclosure examples on his “Borges’ Proxy Disclosure Blog.” Here are a few of Mark’s recent updates addressing various aspects of compensation disclosures:
Mark doesn’t simply flag the disclosure – although even that is helpful! He also adds context and commentary from his years of experience. Members of this site can visit the blog – and can sign up to get that blog pushed out to them via email whenever there is a new entry. All you need to do is click the link on the left side of the blog and enter your email address.
If you aren’t yet a member with access to the Borges’ Proxy Disclosure Blog and all of the other resources on this site – such as our checklists, resource libraries, and the essential Lynn & Borges’s “Executive Compensation Disclosure Treatise” – email info@ccrcorp.com, call 1.800.737.1271, or sign up online.
Secondary peer groups — ”Supplemental peers,” “Reference peers,” etc. — are more prevalent now because they can contextualize programs and practices in the broader talent market. For example, the pay programs, performance leverage, and equity usage at industry-dominant companies are important information, even if the value of CEO pay is not a valid comparison.
Questions for the board:
1. Does the primary peer group sufficiently reflect sources and destinations of executive talent?
As Liz shared last week, ISS recently announced the launch of its Annual Global Benchmark Policy Survey, and there are a number of key, compensation-related questions. This Pay Governance alert goes into more detail on the content of those questions and shares some expectations for what these questions signal at this early stage. For example, here’s what the alert says about the question focused on whether competitive harm is a compelling rationale for not disclosing forward-looking LTI performance targets:
ISS is seeking investor views on whether concerns about competitive harm justify a company’s decision not to disclose forward-looking long-term incentive performance goals. The survey explores whether ISS should give weight to:
– Retrospective disclosure of goals and outcomes;
– Whether metrics are relative or absolute goals; and
– Company-specific explanations for nondisclosure.
Pay Governance shares this color:
Many companies view prospective disclosure of LTI goals as problematic because it may:
– Reveal competitively sensitive information;
– Be interpreted by analysts and investors as financial guidance; and
– Create unintended expectations regarding future performance.
A practical approach may involve:
– Explaining in the CD&A how performance goals were established and why management believes they are rigorous;
– Describing the governance process used to set targets; and
– Providing comprehensive retrospective disclosure of goals, performance ranges, and outcomes once performance periods conclude.
ISS acknowledges that relatively few companies provide forward-looking LTI goal disclosure. Market data provided by ESGAUGE indicates that forward disclosure rates remain below 20% for most performance metrics, with relative total shareholder return (TSR) plans representing a notable exception.
In her “Deep Quarry” Substack newsletter, Olga Usvyatsky has been reporting her observations on Dodd-Frank clawback disclosures. Her latest newsletter reports these data points on disclosures for the first half of 2026:
– The number of companies with an error correction flag declined to 142 in the first half of 2026, compared with 169 in the first half of 2025 (down 16% year over year) and 206 in the first half of 2024 (down 31% over two years).
– The number of companies indicating that they performed a recovery analysis declined to 57 in the first half of 2026, compared with 70 in the first half of 2025 (down 19% year over year), but remained substantially above the 29 reported in the first half of 2024 (up 97%).
– The number of companies providing recovery analysis disclosures declined sharply to 25 in the first half of 2026, down from 48 in the first half of 2025 (down 48% year over year), but remained above the 18 reported in the first half of 2024 (up 39%).
– Clawbacks remained rare, with 4 companies disclosing compensation recoupment during the first half of 2026, compared with 6 in the first half of 2025 (down 33%) and 2 in the first half of 2024 (up 100%).
– At the same time, several companies reported that their clawback analysis remained in progress. Four companies disclosed that their recovery analysis had not been completed by the filing date, compared with 2 in the first half of 2025 (up 100%) and none in the first half of 2024.
She notes that the 2026 decline is primarily attributed to the first quarter, since the second-quarter activity was mostly comparable year over year, and that the 2024 restatement levels were probably influenced by Borgers-related re-audits. I’m surprised at the second bullet point since the situations where the first box would be checked but not the second are fairly limited, but maybe voluntary restatements are more common than I realized. See this Cooley “Guide to the 10-K Clawback Checkboxes” posted in our “Clawbacks” Practice Area.
As Liz shared yesterday on TheCorporateCounsel.net, we had a lot of folks rushing to sign up last week for our “Proxy Disclosure & 23rd Annual Executive Compensation Conferences” – which are being held on October 12-13th in Orlando and virtually. Our “Early Bird” rate was set to expire on July 24th, but several members told us that they’ve been traveling and busy in July and they needed a few more days to get internal approval.
We want to do what we can to help, so we’re extending our “early bird” reduced rate by one week. Register by the end of this Friday, July 31st, to save on your in-person or virtual registration! You can register online or by contacting us at info@CCRcorp.com or 1-800-737-1271.
Here are the agendas for the Conferences – 14 sessions over two days – with a terrific speaker lineup, valuable course materials, and on-demand replay of all sessions for a year after the event:
– Christina Thomas: The Latest From Corp Fin
– The SEC All-Stars: Proxy Season Insights
– The Fate of Shareholder Proposals
– Fireside Chat with Top Activism Defense Lawyers
– Scary Stories to Tell in the (Securities Law Conference Spot)light
– Keeping Governance In Focus When the Future Is Hazy
– The SEC All-Stars: Executive Pay Nuggets
– Your Compensation Disclosures: New & Improved (We Hope)
– The Top Compensation Consultants Speak
– Bodyguards & Private Jets: Perks on the Radar
– Navigating ISS & Glass Lewis
Our early bird rates apply to both in-person and virtual attendance, so register online or contact us at info@CCRcorp.com or 1-800-737-1271 before the reduced rates expire – this Friday, July 31st!
Pay Governance’s latest viewpoint discusses considerations for pre-IPO companies considering the size of their initial equity plan share pools. In addition to sharing their own thoughts and tips, they base their recommendations on a review of 80 equity plans adopted by companies that went public in early 2026 and compared what they found with their 2022 findings. Here are their high-level takeaways:
– Share pool reserve: The median at-IPO reserve is 8.9% of fully diluted shares outstanding (“FDSO”), slightly above the 2022 median of 8.7%
– Overhang at IPO: Median overhang is 15.1% of FDSO, a modest increase from our 2022 study (14.4%)
– Evergreen provisions: Automatic annual refresh provisions (i.e., evergreens) remain highly prevalent at IPO, appearing in 80% of plans reviewed, representing a slight increase from our 2022 study. The most common evergreen amount was 5% of common shares outstanding (“CSO”)
– Industry differentiation: Life sciences and technology companies continue to be heavier equity users than other industries
Beyond these median data points, the viewpoint stresses that companies should consider their equity strategy and allocation levels and how those compare to peers in their industry, since that may be indicative of shareholder expectations.
If you haven’t already registered for our annual “Proxy Disclosure & 23rd Annual Executive Compensation Conferences” – happening October 12-13 in Orlando and virtually – now is the time to act! Our early bird rate expires tomorrow, July 24th. (The hotel block is going fast too – a lot of folks are taking advantage of the location and wrapping in family fun!)
Over on TheCorporateCounsel.net, Dave and Merdith recently elaborated onhow our sessions will help you understand the impact of the SEC’s regulatory agenda on your 2027 proxy season. We encourage you to use these blogs to help convey to your boss and colleagues the value that you can get out of attending our conferences before the early bird rate expires! Go check out our full agenda and speaker bios for even more detail.
Our early bird rates include discounts on both in-person and virtual attendance, so register online at our conference page or contact us at info@CCRcorp.com or 1-800-737-1271 before it expires tomorrow, July 24!
– Whether discretionary bonus programs warrant different sector-specific treatment for financial services companies rather than generally being treated as a concern in the qualitative pay-for-performance evaluation since financial services companies indicate that formulaic bonus structures are incompatible with applicable regulatory and risk management requirements
– Whether enhanced disclosure around the use of discretion by financial services companies would mitigate concerns
– How to signal significant concerns regarding executive pay when no say-on-pay vote is on the ballot given that more companies may be exempt if the SEC’s “Filer Status” proposal is adopted (e.g., whether to vote against compensation committee members and which members) and what support level for compensation committee members should be considered a low vote that triggers ISS’s responsiveness policy (the 50% director election threshold or the 70% say-on-pay threshold)
– Whether and when the risk of competitive harm constitutes a compelling rationale for not disclosing forward-looking LTI performance targets
– Whether the rationale of potential competitive harm is less compelling for relative metric goals than for absolute metric goals
The survey is scheduled to close on August 14, 2026, at 5 p.m. ET. In addition to the survey, ISS will conduct a series of regional, topic-specific roundtable discussions.
Meredith recently shared summer compensation planning activities that will make your “future self” happy. One key to that type of advance prep is understanding what you (and your compensation committee) can actually control given all of the external factors that may be affecting compensation programs. This Pay Governance memo offers helpful perspectives. Here’s an excerpt:
Drawing on discussions from hundreds of compensation committee meetings during the first half of 2026, we highlight the issues that are receiving the greatest attention in today’s boardrooms. In this first installment, we focus on the external forces influencing compensation committees, from market volatility, proposed SEC disclosure changes, evolving shareholder engagement practices, and the changing proxy voting landscape. To best address these developments, committees should:
– Define principles that guide the determination of any adjustments (e.g., adjustments to reflect factors outside of management’s control),
– Assess the pros and cons that would be associated with implementing the SEC’s proposed curtailed executive pay disclosure rules (for public companies with float below $2 billion), if finalized, and
– Seek input from their investors on how they are evaluating executive compensation structures in the current environment.
We’ve posted the transcript for our recent CompensationStandards.com webcast, “Proxy Season Post-Mortem: The Latest Compensation Disclosures,” during which Mark Borges, Principal, Compensia and Editor, CompensationStandards.com, Dave Lynn, Partner, Goodwin Procter and Senior Editor, TheCorporateCounsel.net and CompensationStandards.com, and Ron Mueller, Partner, Gibson Dunn & Crutcher, discussed the “lessons learned” from the 2026 proxy season that companies can start carrying forward into next proxy season. This was a jam-packed program! The webcast covered the following topics:
– Today’s Incentive Compensation Challenges
– The State of Say-on-Pay During the 2026 Season
– Experience with Proxy Advisors’ New Pay-for-Performance Analyses
– Shareholder Engagement Challenges & Responsiveness Disclosures in 2026 Proxy Statements
– 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
– What’s To Come: Musings on Potential Executive Compensation Disclosure Rulemaking
– What’s To Come: Musings on the Potential Overhaul of Regulation S-K
Members of this site can access the transcript of this program. If you are not a member, email info@ccrcorp.com to sign up today and get access to the full transcript – or sign up online.