Crescent Moran Chasteen wrote an article in Wall Street Lawyer. The article discusses the SEC’s expected modernization of Item 402 of Regulation S-K, which governs executive compensation disclosure, marking the first major overhaul since 2006. Anticipated reforms in 2026, informed by SEC Chairman Paul Atkins’ 2025 NYSE remarks, will emphasize financial materiality, clarity, and scaled requirements for smaller and newly public companies.
The SEC aims to reduce overly technical, low-value disclosures and refocus reporting on decision-useful information. Expected changes include a more principles-based, narrative-driven CD&A, streamlined compensation tables highlighting target versus realized pay, continued scrutiny of perquisites, and potential refinements to CEO pay ratio disclosure, encouraging companies to prepare now for a more strategic, investor-focused regime.
Read the full article.