Ed Hauder
Nathan Williams
The Securities and Exchange Commission (SEC) has proposed the most significant overhaul of executive and director compensation disclosure requirements in two decades. If adopted, the amendments would substantially reduce reporting obligations for public companies and reshape how executive compensation information is presented to investors.
Key proposed changes include:
• Named executive officers: Reducing the number of covered executives from five to two—the CEO and CFO.
• Compensation tables: Replacing existing tabular disclosures with three new tables focused on granted, earned, and outstanding equity compensation.
• Perquisites: Increasing the aggregate reporting threshold from $10,000 to $150,000.
• Compensation Discussion and Analysis: Moving toward a more principles-based approach with fewer required disclosure topics.
• Pay-versus-performance: Simplifying the reporting requirements and eliminating the complex Compensation Actually Paid calculation.
The proposed rules would generally apply beginning with the Spring 2029 proxy season, with optional early adoption possible in Spring 2028.
While the proposal represents a substantial shift in disclosure requirements, the final rules may change in response to public comments and other developments.
Read Meridian’s Client Alert for an overview of the proposed changes, a comparison of current and proposed requirements, and the anticipated implementation timeline.
Meridian will publish a more detailed analysis of the proposed rules next week.