On May 16, 2025, the SEC announced that it would host a public roundtable on June 26, 2025, to evaluate the effectiveness of executive compensation disclosures under current rules.¹ The discussion comes amid growing scrutiny of how companies communicate pay decisions, performance alignment, and accountability. This roundtable reflects the SEC's broader effort to reassess whether current disclosures are providing investors with decision-useful information or simply contributing to compliance-driven volume without clarity.
Summary of Current Disclosure Framework
Public companies are already subject to a robust disclosure regime under Item 402 of Regulation S-K, which includes the Summary Compensation Table, a detailed narrative in the Compensation Discussion and Analysis ("CD&A"), and various supporting tables and footnotes covering equity awards, retirement benefits, and perquisites. The CD&A is intended to explain how and why executive pay decisions are made, with a particular emphasis on the relationship between compensation and performance. In recent years, these requirements have been expanded to include pay-versus-performance disclosures, which require quantitative comparisons of compensation actually paid to named executive officers against total shareholder return and other performance metrics.
Layered on top of this is SEC Rule 10D-1, which took effect in 2023 and requires public companies to adopt, disclose, and enforce policies to recover erroneously awarded incentive-based compensation in connection with financial restatements.²
Why the Roundtable, and Why Now?
The current disclosure regime has grown increasingly detailed since the SEC's 2006 rule overhaul and subsequent additions required under the Dodd-Frank Act. Public companies are now required to include extensive CD&A narratives, detailed tables, pay-versus-performance comparisons, and clawback policy disclosures under Rule 10D-1. While these requirements were designed to enhance transparency and accountability, they have also resulted in lengthy filings that may obscure the most relevant information investors need to make informed decisions. Chairman Paul S. Atkins has questioned whether these layers of disclosure are producing meaningful insight or merely compliance-driven volume.
The roundtable will bring together public company representatives, investors, and governance experts to examine whether the existing rules effectively explain how executive compensation decisions are made, what role compensation committees and advisors play in shaping pay packages, and how investors use this information when evaluating performance and casting votes.
The roundtable is, in part, a response to concerns that the current rules may no longer be serving investors as intended. As Chairman Atkins outlined in his May 16 statement, the SEC is engaging in a retrospective review to evaluate whether today's disclosure framework provides material information in a clear, cost-effective way or whether it has become overly complex and burdensome.³
Ultimately, the roundtable is not about reducing the quantity of disclosure for its own sake but about focusing on quality and ensuring that executive compensation information is presented in a way that is transparent, relevant, and aligned with the needs of shareholders. The SEC appears poised to consider whether a more streamlined, investor-focused framework is needed to re-center disclosure on how pay reflects performance and how boards exercise judgment in holding executives accountable.
What Comes Next
The roundtable will be publicly broadcast, and we will be watching closely as the SEC, issuers, investors, and governance experts discuss the future of executive compensation disclosure. The conversation may offer early insight into how the SEC could refine or reshape disclosure requirements in advance of the next proxy season.
Footnotes
1. SEC.gov | SEC Announces Roundtable on Executive Compensation Disclosure Requirements
2. Nelson Mullins - Clawback Enforcement Under SEC Rule 10D-1
3. SEC.gov | Statement on the Upcoming Executive Compensation Roundtable
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