‍SEC Pay Disclosure Reform

The US Securities and Exchange Commission (SEC) sent its proposed Executive Compensation Disclosure Reform package to the White House Office of Information and Regulatory Affairs (OIRA), part of the Office of Management and Budget, on 26 August 2026. It was one of three proposals the SEC submitted for review that week, alongside proxy solicitation modernisation and a proposed rescission of the Rule 14a-8 shareholder-proposal framework. The submission starts a rulemaking process that could alter how public companies report executive pay.

The SEC's regulatory agenda says the proposal would amend Item 402 of Regulation S-K and "rationalize executive compensation disclosure requirements". The details remain unpublished, but the filing puts executive pay inside SEC Chair Paul Atkins' disclosure reform agenda.

Transparency versus simplification

The question is whether disclosure can be streamlined without undermining investors' ability to evaluate executive pay decisions.

Supporters, including several SEC Commissioners who spoke at the June 2025 roundtable, argue that executive pay disclosures have become lengthy and compliance-driven, and should be refocused on the information most material to investors. Critics counter that the disclosures seen as burdensome are the ones that reveal pay-for-performance alignment, board oversight and shareholder accountability.

What could change?

The SEC has been reviewing executive compensation rules since its roundtable on 26 June 2025 and the call for feedback that followed, which drew 94 comment letters and more than 1,000 form letters. Discussion focused on the most contested parts of the framework:

• CEO pay-ratio disclosure

• Pay-versus-performance reporting

• Clawback-related disclosures

• Executive perquisites reporting

Each is a likely candidate for reform, although the SEC has not published its proposed amendments.  

What investors said about the last proposal

The proposal follows the SEC's separate filer-status reform proposal (File No. S7-2026-18), whose consultation closed on 20 July 2026. The two are formally distinct, but both revisit disclosure obligations. It remains pending and could be adopted as early as the first half of 2027. On the SEC's own estimate it would extend scaled disclosures to roughly 81% of US public companies, letting them omit Compensation Discussion & Analysis (CD&A), CEO pay-ratio reporting and pay-versus-performance disclosures, and exempting them from say-on-pay votes.  

That proposal drew opposition from investors, governance bodies and state securities regulators. The executive compensation review is likely to attract the same. The North American Securities Administrators Association argued, on behalf of state and provincial securities regulators, that investors could lose access to important information, while the International Corporate Governance Network cautioned against weakening disclosure quality in the name of regulatory modernisation.

Institutional investors, stewardship teams and proxy advisers use pay disclosures to judge whether boards reward performance, to spot governance concerns and to set voting recommendations. If requirements are cut, the impact will depend on whether what remains still shows how boards decide pay.

SEC Rulemaking Timeline

OIRA has up to 90 days to review, though it usually clears SEC proposals faster. The Commission can then vote at an open meeting or approve the proposal by seriatim. The SEC's regulatory agenda indicates that a formal proposal is expected in Autumn 2026, triggering a public consultation process.

The review is happening; the open question is how much information survives it. Once draft amendments appear, the argument will be over whether the reforms cut low-value reporting or the transparency shareholders rely on to hold boards accountable for pay.

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