SEC Agenda Puts Executive Pay Disclosures Under Review
Key Facts
The U.S. Securities and Exchange Commission has included a review of executive compensation disclosures in its regulatory agenda, saying the agency is considering a recommendation that the Commission propose amendments to Item 402 of Regulation S-K. The agenda places the recommendation at the study stage and does not announce a formal proposal to limit disclosure to the chief executive officer and chief financial officer. That means the scope of the change attributed to the SEC has not been settled at this stage. The agenda targets October 2026 for a notice of proposed rulemaking, a date listed in the regulatory schedule. Existing disclosure requirements remain the applicable framework until the SEC takes formal action.
Under current rules, companies must disclose the amount and type of compensation for the chief executive officer, the chief financial officer and three other highest-paid executive officers. This covers a broader group than two people and allows investors to review the compensation of several senior company officials. The Summary Compensation Table shows the total paid to this group over the past three fiscal years. These data provide a picture of pay practices across more than one fiscal year, rather than limiting them to a single annual figure. These requirements remain part of current disclosure rules while the agency considers recommendations for amendments.
Item 402 disclosures extend beyond the total pay table; they include compensation discussion and analysis, and tables covering awards, stock, pensions and deferred compensation. They also include the ratio of CEO pay to median worker pay, pay versus performance, and clawback analysis. These elements span different components of pay policy, from incentives and stock to the relationship between compensation and results. Thomson Reuters Tax & Accounting listed these requirements among those imposed on companies by the item. This set of disclosures shows what the current framework covers as the SEC considers a review.
In a statement dated January 13, 2026, SEC Chairman Paul Atkins linked the review of Regulation S-K to a focus on disclosures of material information for investors. He said disclosures required under the regulation “do not always reflect information a reasonable investor might consider important.” He added that SEC staff are evaluating comment letters and preparing recommendations on amendments to Item 402. The statement said the SEC had received more than 70 unique comment letters. This places the review of pay rules within a regulatory process that includes assessing feedback before recommendations are submitted to the Commission.
The Society for Corporate Governance submitted recommendations to the SEC that include simplifying pay tables and focusing on material elements, as well as considering limiting disclosure about covered officers to the CEO and CFO. The society wrote that it recommends “focusing on the material elements of compensation, generally simplifying the tables, and eliminating immaterial or duplicative disclosures.” It also called for consideration of limiting the scope of covered officers to the CEO and CFO. These ideas remain recommendations submitted in a comment letter, not rules adopted by the SEC or an announcement that it has embraced them. This distinguishes proposals from participants in the consultation from what the Commission may decide later.
Current rules also require companies to put disclosed pay to an advisory shareholder vote every one, two or three years. The vote gives shareholders a periodic opportunity to express their views on executive compensation, alongside the detailed disclosures companies provide. In the context of pay levels, The Associated Press reported that Equilar examined filings for 337 executives in disclosures submitted by S&P 500 companies between January 1 and April 30, 2026. Median CEO pay in the sample was $17.7 million in 2025, up 5.9% from 2023. These figures provide background on the pay covered by disclosure rules, while any changes to those rules remain within the regulatory process.
Bloomberg Law previously reported on August 27, 2026, that the SEC had sent its proposal to the Office of Management and Budget for review. The referral was a procedural step before the topic appeared on the agenda, but it does not mean the proposal became an effective rule or was made public. The current agenda lists an October 2026 target for a notice of proposed rulemaking. Until formal action is taken, existing disclosure requirements covering the CEO, CFO and three other officers remain the reference for companies. The agenda alone does not settle the form of any amendments the SEC may propose.