SEC preparing changes to executive pay reporting

The Securities and Exchange Commission’s Division of Corporation Finance is preparing a proposal that would revise public company executive compensations disclosures, according to an update on the White House’s Office of Management and Budget (OMB) website.

The OMB will then send the proposal back to the SEC, adding any edits it may have, before the SEC will vote on it and publicly release it.

Per the update, the SEC sent its proposal to the OMB on August 26—but it’s been a long time coming for some.

The SEC’s compensation disclosures have been in place since 1992. Under current rules, public companies must provide compensation disclosures on an annual basis stating how much their top executives, including the CFO, will be paid.

That includes information about how they’ll be compensated, with many finance chiefs receiving stock options and short-term cash incentives, in addition to base salary and signing bonuses. Companies also have to disclose how they arrived at compensation decisions.

In May of this year, the SEC also proposed rule amendments that would split public companies into two categories—large accelerated filers and nonaccelerated filers—allowing those in the latter category to partake in scaled executive compensation disclosure rules.

It’s not shocking that the Atkins era of the SEC would usher in a disruption of the practice: SEC Chair Paul Atkins has been vocal about his desire to change the existing executive compensation disclosure system.

During a 2025 roundtable, Atkins acknowledged “the requirement to provide executive compensation information is as old as the federal securities laws themselves,” with the SEC adding “numerous rules requiring more and more information about executive compensation” in the last 90 years.

But he’s not a fan of how that’s all played out.

“Today, one might describe the Commission’s current disclosure requirements as a Frankenstein patchwork of rules,” Atkins said at the roundtable. “The volume and complexity of these rules may be just as scary to a law firm associate performing a ‘form check’ of a proxy statement, as the monster was to Dr. Frankenstein himself when the monster opened its eyes.”

And if the Frankenstein imagery didn’t make it clear enough, Atkins has explicitly stated he really wants to change the cost of providing compensation disclosures. “One of Chair Atkins’s highest priorities is to reform the SEC’s disclosure regime and provide the minimum effective dose of regulation with materiality as its North Star,” an SEC spokesman told Bloomberg.