What Public Companies Need To Know: Top 10 Takeaways From The 2025 Proxy Disclosure & 22nd Annual Executive Compensation Conferences

The 2025 Proxy Disclosure & 22nd Annual Executive Compensation Conferences, presented by TheCorporateCounsel.net and CompensationStandards.com, were held October 21 – 22, 2025. The conferences brought together leading experts to explore the rapidly evolving landscape of public company reporting, corporate governance, and executive compensation. The Conferences featured insights from David Lynn, chair of Goodwin's Public Company Advisory Practice; a senior editor of TheCorporateCounsel.net, CompensationStandards.com, The Corporate Counsel, and The Corporate Executive; and co-author of The Executive Compensation Disclosure Treatise.

Here are the top 10 takeaways from this year's event.

1. The SEC's "Get Out of the Way" Philosophy is Gaining Momentum

The SEC continues signaling a shift toward deregulation and promoting capital formation. According to David Lynn, the SEC is "pulling all of the regulatory levers" to facilitate change, including the Chairman and Commissioners using speeches and policy statements to articulate a more business-friendly posture. Several panelists discussed whether the SEC would eliminate Rule 14a-8 (the shareholder proposal rule) and significantly alter executive compensation disclosure requirements. While regulatory changes — including the potential rollback of legacy disclosure rules — are far from certain, companies should closely monitor SEC communications for early signals of the path forward.

2. Reduced SEC Staffing is Likely to Affect Review Dynamics

Several panelists noted that the number of SEC staff is below historical levels, due in part to retirements, attrition, and a lack of hiring. Staffing constraints have affected the staff's review of filings, and panelists noted a tendency for fewer comments and shorter review cycles compared with recent periods. While this may streamline the process for filing reviews, the long-term impact of a smaller SEC staff and the loss of institutional knowledge and expertise remains uncertain.

3. AI Disclosures Require Precision and Restraint

Artificial intelligence has emerged as a key disclosure topic. Companies are increasingly highlighting AI expertise in executive biographical information and the consideration of AI in board risk oversight and strategy sections of their proxy statements. However, panelists cautioned against overstating capabilities or creating a mismatch between "marketing" language and actual practices. While some panelists speculated that the SEC may not aggressively comment on AI during filing reviews, they noted that accuracy, consistency, and avoidance of "AI-washing" are critical.

4. Rule 14a-8 May Be on the Chopping Block

The SEC is considering potentially eliminating Rule 14a-8 through its rulemaking process, with Chairman Atkins questioning whether shareholder proposals should be governed by state corporate law or federal securities law. However, panelists noted that practitioners may prefer a reformed Rule 14a-8 framework, despite its flaws, compared with a "private ordering" regime, given that the current framework provides predictable procedures and SEC staff oversight. The ultimate direction remains uncertain as stakeholders weigh reform benefits against losing established protections.

5. Government Shutdowns and Filing Delays: Be Strategic

Discussions around the government shutdown and the removal of delaying amendments from registration statements underscored the importance of closely monitoring political developments. Where a company has received SEC staff comments on a pending registration statement, the substance and quantity of outstanding SEC comments can significantly affect the decision on whether to remove a delaying amendment.

6. ESG Reframed around Materiality and Value Creation

Panelists commented that ESG is not "gone" in the United States — rather, it is being reframed around materiality and a financial nexus to shareholder value. Companies are taking a more disciplined, data-driven approach, becoming more selective about what they disclose and how. US companies must also still consider the ESG disclosures required by the US states and foreign countries in which they operate. Accordingly, ESG considerations continue to play a meaningful role in corporate risk management and long-term value creation.

7. Clawback Policies Rarely Result in Recoupment

While "big R" and "little r" restatements are occurring, more than 90% of companies that had such a restatement concluded that no recovery was required under the company's clawback policy. SEC comment letters on clawback policy disclosure required by Item 402(w) of Regulation S-K often focused on the reasons for the conclusion that no recovery was required and, when provided, such reasons included: (i) that the restatement did not impact incentive metrics; (ii) the restatement affected incentive metrics but not payout levels; (iii) payouts would have been higher if determined based on restated results; (iv) incentive compensation is not based on financial metrics; and (v) the restatement impacted only quarterly and not annual results.

8. Focus on Executive Security

Executive security programs are on the rise, and the debate continues as to whether personal security expenses for executive officers should be required to be reported as a perquisite in a company's Summary Compensation Table. At the SEC's June 2025 Roundtable on Executive Compensation Disclosure Requirements, the SEC called for public comment on this topic, indicating the disclosure rules on executive security arrangements may be revisited.

9. Compensation Disclosure Could Shift

During the conferences, panelists discussed how significant changes may be on the horizon for executive compensation disclosure. Remarks from Commissioner Atkins and other SEC Commissioners at the SEC Roundtable on Executive Compensation Disclosure led panelists to conclude that the SEC will likely revisit executive compensation disclosure requirements. Panelists viewed such rules as pay-versus-performance, CEO pay ratio, and clawbacks, which were promulgated as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as ripe for amendment. One panelist speculated that the Summary Compensation Table could be dramatically revised or even eliminated. Overall, panelists expressed an expectation that the SEC will take a more company-friendly policy approach and will continue to try to reduce the disclosure burden on companies.

10. Shifting Shareholder Activism Landscape

The SEC's recent no-action letter on implementing retail voting programs highlights the shifting landscape of shareholder activism. Panelists emphasized that much remains unsettled in this area, including how retail voting affects board alignment, the potential influence of activists, ongoing questions regarding the SEC Staff's Compliance and Disclosure Interpretations regarding company interactions with investors on certain topics, and the timely reporting of beneficial ownership via Schedule 13D.

Final Thoughts

The 2025 Proxy Disclosure & 22nd Annual Executive Compensation Conferences highlighted how quickly the governance and disclosure environment is evolving. As companies face shifting expectations from regulators, investors, and boards, staying informed and thoughtful in their approach will be key. Those that take the time to listen, adapt, and plan ahead will be better equipped to navigate what's next.