SEC proposes overhaul of executive pay disclosure

What happened

On Nov. 13, 2026, in Washington D.C., the Securities and Exchange Commission proposed rule amendments covering how companies disclose pay for executives and for directors ^[1]. The proposal would amend "Item 402 of Regulation S-K" and, the release said, would make those requirements "principles-based and materiality-driven," so investors receive "clearer, more concise, and less complex disclosures" ^[1]. Those requirements were last the subject of a comprehensive reform in 2006 ^[1].

Under the proposal, the "named executive officers" would be the principal executive officer, and the principal financial officer, reducing that group from five or more people in a typical case to two in most circumstances ^[1]. The four primary tables now required would give way to three new ones, titled the "Earned Compensation Table," the "Granted Compensation Table," and the "Status of Equity Awards Table" ^[1].

SEC Chairman Paul S. Atkins pointed to "more than 80 comment letters" tied to its roundtable on executive compensation in July 2025, and said "today's proposal aims to elicit more informative disclosure rooted in materiality" ^[1].

The floor for reporting perquisites in the aggregate would move from $10,000 to $150,000 ^[1]. The "Compensation Discussion and Analysis" would address only three topics, and a list of 15 topics offered as examples would be dropped ^[1]. Pay-versus-performance disclosure would replace the "Compensation Actually Paid" calculation with the total compensation earned amount from the proposed Earned Compensation Table ^[1]. Under the pay ratio rule, the "median employee" determination would be limited to U.S. full-time employees and required every five years ^[1]. Required check boxes on annual-report cover pages, and some clawback-policy disclosures, would be eliminated; the clawback process itself would remain unchanged ^[1]. The Commission said comments will be accepted for 60 days once the release that proposes the amendments is published in the Federal Register ^[1].

How it affects Americans

The proposal is aimed at investors who read pay disclosures at public companies, and at the registrants that prepare them ^[1]. The Commission said the amendments would improve how investors can follow equity awards across the life of those awards, and would reduce compliance burdens for registrants where investors do not get a matching benefit ^[1]. The pay ratio rule would limit the "median employee" determination to U.S. full-time employees ^[1].

The Veil Press view

The Securities and Exchange Commission has proposed a principles-based rewrite of "Item 402 of Regulation S-K," and Chairman Atkins said the aim is "more informative disclosure rooted in materiality" ^[1].

Our read: Shareholders and retirement savers, including people invested through workplace plans and broad index funds, should be able to see clearly how much the top officers of the companies they own are paid. Fewer names can mean less clutter, or less sunlight on pay below the very top.

What we know

Confirmed

• On Nov. 13, 2026, the Securities and Exchange Commission proposed amendments to "Item 402 of Regulation S-K" ^[1].
• "Named executive officers" would fall from five or more people in a typical case to two in most circumstances: the principal executive officer and the principal financial officer ^[1].
• Three new tables, the "Earned Compensation Table," the "Granted Compensation Table," and the "Status of Equity Awards Table," would replace the four primary tables now required ^[1].
• The floor for reporting perquisites in the aggregate would move from $10,000 to $150,000 ^[1].
• Comments will be accepted for 60 days once the release that proposes the amendments is published in the Federal Register ^[1].

Still being reported

None.