Further to our recent reports, on August 27, the Society submitted this comment letter to the Securities & Exchange Commission in response to a request for public comments in connection with the Commission’s June 26 roundtable on executive compensation disclosure requirements.
The Society’s comment letter advocates for modernization of the executive compensation disclosure requirements to ensure that (i) investors have access to material information that clearly tells the company’s executive compensation story; (ii) disclosure requirements benefit from an informed cost/benefit analysis; and (iii) disclosures reflect the compensation decisions made by compensation committees and the compensation actually received by executives. Coverage includes executive compensation tables, NEOs, perks, Pay Versus Performance, clawbacks, Pay Ratio, related person transactions, XBRL tagging, compensatory offers and sales, and scaled and on-ramp disclosure, which the Society also separately addressed in a June 2025 submission to SEC Chairman Atkins here and here.
The Society’s letter was shaped and informed by a member survey and an approximately 85-member Society working group. The Society thanks the many members who contributed to this initiative by sharing their perspectives and feedback and the invaluable support from the following members: SLC Chair Ning Chiu (Davis Polk & Wardwell); Liz Dunshee (Cooley); Maia Gez (White & Case); Kyoko Takahashi Lin (Davis Polk & Wardwell); Ron Mueller (Gibson Dunn); Tiffany Wooley (Sullivan & Cromwell); and Jennifer Zepralka (Mayer Brown).
As of the time of the Society’s submission, the Commission had received over 1,100 comments (including form letters), which are posted here. Thanks to members’ robust engagement with Society staff on this topic, the Society was able to a provide a distinct, value-add contribution from the perspective of our strong issuer membership to the comment file. As noted in the letter, effective corporate governance is essential to making informed and appropriate executive compensation decisions, and advancing effective corporate governance is at the heart of the Society’s mission.
See our prior reports: “SEC Announces Executive Compensation Disclosure Roundtable,” “Society Members to Participate in SEC Executive Compensation Roundtable,” and “Register Now! SLC Fall Meetings with SEC Staff.”