The U.S. Securities and Exchange Commission (SEC) announced on November 13, 2026, a proposal to reform disclosure rules regarding the compensation of executives and directors of publicly traded companies. This initiative aims to make information provided to investors clearer, more concise, and focused on materiality, while simplifying companies’ obligations.
This proposal continues efforts by SEC Chairman Paul S. Atkins to reduce frictions faced by companies seeking to enter or remain in U.S. public markets. The last comprehensive reform of these rules dates back to 2006.
The reform project refocuses requirements on information truly important to investors, notably by improving traceability of stock awards throughout their lifecycle. It also aims to reduce compliance burdens when benefits to investors are not proportionate.
Among the main proposed changes, the SEC suggests limiting the list of executives whose compensation must be detailed to only the principal executive officer (CEO) and principal financial officer (CFO), instead of about five executives as currently required. This measure reflects the view that these two positions are generally the most significant for investors.
Additionally, the SEC plans to replace current compensation tables with three new tables better suited to current compensation practices, allowing a more flexible presentation that better represents the intentions of boards of directors and compensation committees.
This reform follows a public consultation and a roundtable held in July 2025, which gathered over 80 contributions from investors, companies, and experts. According to Paul S. Atkins, these discussions helped better guide the reform toward more informative and materiality-based disclosure.
In summary, the SEC seeks to modernize and simplify transparency rules on executive compensation to improve the quality of information for investors while easing constraints for listed companies.