SEC Executive Pay Rules: Only CEO And CFO, $150,000 Perks

The SEC proposed cutting detailed pay disclosure to just a company’s CEO and CFO, raising the perks reporting threshold to $150,000 and asking for pay ratios only every five years.

Key Takeaways

Pay tables would cover only the principal executive officer and principal financial officer, down from five or more people in most cases
Perks would only need reporting above $150,000, up from $10,000
The CEO pay ratio would use only US full-time staff and be worked out every five years
The public has 60 days to comment after the proposal appears in the Federal Register

The SEC proposed the changes on Nov. 13 to Item 402 of Regulation S-K, the rule that tells public companies how to report what they pay executives and directors. The rules were last fully reworked in 2006.

Chairman Paul Atkins said the plan draws on more than 80 comment letters from investors, companies and advisers after an SEC roundtable on executive pay in July 2025. “Today’s proposal aims to elicit more informative disclosure rooted in materiality,” he said.

Also Read: Peirce Leaves The SEC As Its Own Rules Become The Only Ones Coming

What Would Change

Disclosure	Now	Proposed
Executives in pay tables	Typically five or more	CEO and CFO
Main pay tables	Four	Three: earned, granted and equity awards
Perks reporting threshold	$10,000	$150,000
Pay explanation section	List of 15 example topics	Three required topics
CEO pay ratio	Every year	Every five years, US full-time staff only
Pay versus performance	Compensation Actually Paid	Total earned pay, fewer measures

The Compensation Discussion and Analysis, the long section where companies explain their pay decisions, would cover three required topics instead of following a list of 15 examples. Companies would also get more room to decide what counts as a perk, as long as the call is reasonable and made in good faith.

Pay Versus Performance And Clawbacks

Companies would report fewer performance measures, and the “Compensation Actually Paid” figure would be replaced by total earned pay from a new Earned Compensation Table. The SEC said this would still meet the requirement set by the Dodd-Frank Act.

Clawback check boxes on annual report cover pages would go, along with some related disclosures. The SEC said the rules for clawing back pay would not change.

What Happens Next

The proposal is open for public comment for 60 days after it is published in the Federal Register. The SEC said the aim is clearer, more concise and less complex pay disclosure for investors.