SEC proposes cutting named executives in proxy pay tables from five to two, and lifting the perk line to $150,000

The Securities and Exchange Commission on Friday proposed rewriting how public companies disclose what they pay their executives and directors. According to the SEC's press release 2026-114, the changes to Item 402 of Regulation S-K are the first comprehensive reform of these rules since 2006. They are a proposal only: the public comment period stays open for 60 days after the proposing release is published in the Federal Register.

The numbers in the proposal

The perquisite threshold is a 15-fold increase. Under the proposal a company could give an executive up to $150,000 a year in aggregate perks before the rule requires them to be itemized, and the SEC would also let companies decide what counts as a perquisite, so long as the call is reasonable and made in good faith.

What it changes for people who read proxies

Cutting the named officers from five to two is the biggest change in practice. Executives beyond the CEO and CFO would no longer appear as named officers in the headline tables in most cases, so shareholders would lose a standard way to compare pay across a company's wider top team. The SEC's argument is that the CEO and CFO are the positions whose pay is most material to investors. The release says the aim is "clearer, more concise, and less complex" disclosure.

Pay-versus-performance is also simplified. The SEC would drop the "Compensation Actually Paid" calculation and use the total in the new Earned Compensation Table instead, with fewer required performance measures. The release says this still meets the Dodd-Frank mandate. The clawback policy itself is untouched, but some redundant disclosure about how it is applied and the cover-page check boxes would go.

Why the SEC is doing it

Chairman Paul Atkins said in a statement quoted in the release that the proposal, together with other actions, is meant to move the public-company disclosure regime toward materiality, and the release says it builds on his effort to reduce friction for companies looking to join and remain in public markets. The SEC cites more than 80 comment letters from its July 2025 roundtable. What the release does not provide is an estimate of how much compliance cost it would save, so we are not putting a dollar figure on it.

What to watch

The comment window, and whether large investors push back on dropping the other named officers or raising the perquisite line. Nothing changes for any company's next proxy statement until the SEC adopts a final rule. For context on the agency's other recent moves, see our look at its fiscal 2026 enforcement results.

Sources: SEC press release 2026-114, November 13, 2026, and the SEC's Item 402 proposed rule fact sheet linked from it. The pay ratio "today" entry reflects the SEC's description of the change, not our reading of the rule text. This is market information, not investment advice.