SEC proposes scaling back executive pay disclosure rules

Overview

Updated 43 minutes ago

The Securities and Exchange Commission (SEC) proposed on November 13, 2026, to shrink the executive pay disclosures public companies file each year. In most cases, companies would report detailed pay for two executives instead of five, and would not have to itemize perks worth less than $150,000.

The proposal is the first comprehensive rewrite of the SEC's executive compensation rules since 2006. It would replace four pay tables with three, simplify the pay-versus-performance and CEO pay ratio calculations, and give companies more room to decide what counts as a perk. Investor groups say the changes would reduce what shareholders can learn about how executives are paid.

Why it matters

If adopted, shareholders would see pay details for two executives instead of five, and perks under $150,000 would stay off the table.

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Key Indicators

Named executive officers under proposal

Down from five or more in most cases.

$150,000

Perquisite reporting threshold

Up from $10,000, with a new de minimis tracking exclusion.

Compensation tables

Replacing the four tables required today.

$1.64B

Estimated annual savings

SEC estimate across all registrants, about $244,000 each.

Comment period in days

Starts when the proposal is published in the Federal Register.

5 years

Pay ratio determination frequency

Proposal would require it every five years, limited to U.S. full-time employees.

Voices

Curated perspectives — historical figures and your fellow readers.

People Involved

Paul S. Atkins

Chairman, Securities and Exchange Commission

Leading the proposal

Ben Schiffrin

Head of securities policy, Better Markets

Opposing the proposal

Organizations Involved

Securities and Exchange Commission (SEC)

Financial regulator

Proposing the rule change

The federal agency that writes and enforces securities disclosure rules.

Better Markets

Advocacy group

Opposing the proposal

A nonprofit that pushes for tougher oversight of financial markets.

Public Citizen

Consumer Advocacy Nonprofit

Opposing the proposal

A consumer advocacy group that has criticized the proposal as reducing pay transparency.

Timeline

July 2006 November 2026

6 events Latest: Yesterday

Tap a bar to jump to that date

November 2026
SEC proposes scaling back Item 402
Latest Rulemaking

Would cut named executives to two, raise the perk threshold to $150,000 and simplify tables.
Yesterday
July 2025
SEC holds executive compensation roundtable
Hearing

Gathered companies, investors and advisers; drew more than 80 comment letters.
July 2025
August 2022
SEC adopts pay-versus-performance rule
Rulemaking

Required tables linking executive pay to company performance.
August 25th, 2022
August 2015
SEC adopts CEO pay ratio rule
Rulemaking

Companies had to compare chief executive pay with median employee pay.
August 5th, 2015
July 2010
Dodd-Frank mandates new pay disclosures
Legislation

Law required say-on-pay votes, a CEO pay ratio, pay-versus-performance tables and clawback policies.
July 21st, 2010
July 2006
SEC rewrites executive pay disclosure rules
Rulemaking

Item 402 overhaul added the Compensation Discussion and Analysis, new tables and expanded perk disclosure.
July 2006

Scenarios

SEC adopts the proposal largely as written

Likely Resolves by End of 2027

Discussed by: SEC Chairman Paul Atkins and the agency's proposing release

The 60-day comment period closes, the SEC reviews feedback, and the commission votes out a final rule that keeps the two-officer standard and the $150,000 perk threshold. Companies would apply it starting the first full fiscal year after the effective date.

Comment pressure forces the SEC to soften the rule

Possible Resolves by End of 2027

Discussed by: Better Markets, Public Citizen and investor comment letters

Investor groups and some lawmakers push back, and the final rule keeps five named executives, a lower perk threshold, or both. The SEC could also re-propose parts of the rule rather than adopt it whole.

Proposal stalls without a final rule

Unlikely Resolves by End of 2027

Discussed by: Skeptics who note the 60-day comment period and a crowded SEC agenda

The proposal draws heavy opposition, the SEC's agenda shifts, and no final rule reaches a vote by the end of 2027. The existing Item 402 rules stay in place.

Historical Context

3 moments from history that rhyme with this story — and how they unfolded.

July 2006

SEC executive compensation overhaul (2006)

The SEC adopted its biggest rewrite of executive pay rules in decades, requiring a Compensation Discussion and Analysis, new tables and detailed perk disclosure. It applied to fiscal years ending on or after December 15, 2006.

Then

Companies added CD&A sections and expanded footnotes to proxy statements.

Now

The framework lasted two decades and became the baseline the 2026 proposal would replace.

Why this matters now

The current proposal is the first comprehensive rewrite since, and it targets the complexity the 2006 rules created.

July 2010

Dodd-Frank pay disclosure mandates (2010)

After the financial crisis, Congress required say-on-pay votes, a CEO-to-median-worker pay ratio, pay-versus-performance tables and clawback policies. The SEC spent years writing rules for each.

Then

The pay ratio rule arrived in 2015 and the pay-versus-performance rule in 2022.

Now

The mandates became fixtures of proxy statements and targets for complaints about compliance cost.

Why this matters now

The 2026 proposal would simplify the pay ratio and pay-versus-performance rules while saying it still meets the statutory mandates.

August 2015

CEO pay ratio rule (2015)

The SEC adopted a rule requiring companies to disclose the ratio of CEO pay to median employee pay, as Dodd-Frank required. Companies had to identify a median employee and calculate the ratio.

Then

The rule took effect for fiscal years beginning on or after January 1, 2017, with first disclosures in 2018.

Now

It became one of the most criticized disclosures for cost and comparability.

Why this matters now

The proposal would limit the median-employee population to U.S. full-time workers and require the calculation every five years.