The SEC proposed changes to director and executive compensation disclosures on 13 November 2026, which it says would give companies more flexibility to focus on information important to investors. Existing obligations remain in place while the proposal awaits public comment.
Sole source: The US Securities and Exchange Commission (SEC) has proposed changing how public companies disclose executive and director compensation. The amendments to Item 402 of Regulation S-K would give companies more flexibility to focus on information important to investors, rather than relying as heavily on detailed presentation requirements. They have not been adopted and do not change existing obligations.
In most cases, the proposal would reduce the executives whose compensation must be individually disclosed from typically five or more to two: the principal executive officer and principal financial officer. The SEC says their pay is generally most important to investors because of their management roles.
The minimum combined reporting threshold for perquisites, or perks provided as part of compensation, would rise from $10,000 to $150,000, with a new exclusion from tracking for small amounts. Companies would have more flexibility to decide whether a benefit is a perk, provided the decision is reasonable and made in good faith. The SEC says disclosure of material perks would remain.
The public comment period will run for 60 days after the proposing release is published in the Federal Register. The SEC release does not specify the publication date, resulting deadline or any effective or compliance dates.
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