In a statement for the U.S. Securities and Exchange Commission’s Executive Compensation Roundtable, Commissioner Caroline A. Crenshaw emphasised that shareholders have a fundamental right to full and fair executive compensation disclosure that is easy to analyse, sufficiently granular, and consistent enough to support comparability across peers and filings. She encouraged market participants to use the roundtable’s comment process to identify what compensation information is most decision-useful and how disclosure quality can be strengthened. Crenshaw framed the discussion in the context of the SEC’s long-running disclosure regime and related congressional reforms, including Dodd-Frank requirements such as say-on-pay votes, compensation committee independence, pay ratio and pay-versus-performance disclosures, and issuer clawback policies. She pointed to early data emerging from the SEC’s 2022 pay-versus-performance rules, citing “compensation actually paid” figures showing the highest paid CEO in 2024 made over USD 6.9 billion and CEO-to-median employee pay ratios of about 192:1 across S&P 500 companies and 348:1 among the 100 highest paid CEOs, and asked whether larger datasets may reveal trends that foreshadow future problems. The statement also highlighted practical areas for feedback, including improving data comparability (potentially through reconciliation of non-GAAP measures to comparable GAAP measures), addressing costs borne by shareholders in analysing compensation disclosures, and considering technology-enabled approaches that lower system-wide costs without reducing data quality. She additionally flagged that recent amendments to SEC staff guidance on Schedule 13D and 13G filings may limit certain forms of shareholder engagement with management, potentially increasing pressure on the proxy process, and invited comments on how transparency and disclosure quality can be enhanced in that environment.
U.S. Securities & Exchange Commission 2025-06-26
U.S. Securities and Exchange Commission Commissioner Crenshaw urges stronger and more comparable executive compensation disclosures and stakeholder input
SEC Commissioner Caroline A. Crenshaw stressed the importance of comprehensive executive compensation disclosure at the SEC’s Executive Compensation Roundtable. She highlighted the need for improved data comparability and invited feedback on enhancing disclosure quality, referencing recent SEC rules and amendments. Crenshaw also noted potential impacts on shareholder engagement due to changes in SEC guidance on Schedule 13D and 13G filings.