On May 19, 2026, the Securities and Exchange Commission (SEC) proposed amendments (the Filer Status Proposal) to its filer status framework. These amendments present a major overhaul of the public company reporting regime, including with respect to executive and director compensation disclosure practices, by significantly increasing the number of public companies that would be entitled to both scaled compensation disclosure and exemptions from compensation-related requirements. READ MORE
CEO Pay Is Skyrocketing. Meet the 8 Leaders Making Over $100 Million
The Wall Street Journal just released its annual CEO pay analysis, and the data shows a clear rebound in payouts following a post-2021 slump. Notably, more CEOs made $100 million or more in 2025 than in any year since then.
Eight chief execs at S&P 500 companies hit a nine-figure payout, including a few names you’ve probably heard of: Warner Bros. Discovery’s David Zaslav came in fifth with $165 million in total pay, Blackstone’s Stephen Schwarzman hit sixth with $126 million and Goldman Sachs’ David Solomon scored seventh at $119 million. READ MORE
US CEO pay is climbing again, and eight S&P 500 bosses just hit nine figures
A new round of compensation data suggests U.S. CEO pay is rising once more, reviving an old debate over what corporate "discipline" actually looks like.
Among S&P 500 companies, eight CEOs cleared the $100 million mark, with one package far larger than the rest. READ MORE
CEO Compensation Trends: Record Highs in 2025
On June 23, 2026, the landscape of executive compensation in the U.S. has seen a significant shift, with over 12 CEOs surpassing $200 million in annual pay, marking a record high since 2021. Among these, Shankh Mitra of Welltower Inc WELL stands out with a staggering compensation package of $821 million, primarily in stock awards. This trend raises questions about the alignment of executive pay with investor returns and the overall health of corporate governance. READ MORE
The Post-Proxy Transition: How Peer Tracking Is Changing for HR Teams
Every year, proxy season creates a familiar scramble. HR and compensation teams spend weeks analyzing dense SEC filings to answer a critical question from the board: How do our executive pay and corporate governance structures compare with our peers?
Following the conclusion of proxy season, HR and compensation teams use key peer policy information and updates to prepare for annual meetings and upcoming board and compensation committee meetings. However, sorting through and analyzing the information can be quite challenging for teams. READ MORE
EXECUTIVE COMPENSATION—Del. Ch.: Amended DGCL provision factored into split decision on founder’s, directors’ pay packages
The court interpreted what it means to rebut a presumption of director independence with “substantial,” not just particularized, facts under amended DGCL Section 144(d)(2).
The Delaware Chancery Court delivered a split decision regarding a company pay package that awarded its founder/nonexecutive chair a one-time equity grant and provided for the company’s directors to award themselves compensation. The court concluded that recently amended DGCL Section 144 saved the founder/nonexecutive chair from liability in combination with the plaintiff’s failure to allege particularized facts that may have excused demand. But directors who approved the board’s pay package could be liable, at least at the pleading stage of the case, because the complaint sufficiently alleged that the approving directors’ actions fell short of entire fairness (the plaintiff’s unjust enrichment claim also can proceed against all directors who retained their compensation) (Ayers v. Foley, No. 2025-0650-LWW (Del. Ch. June 15, 2026)). READ MORE
San Francisco voters reject tax hike targeting companies with highly paid executives
San Francisco voters appeared to reject a ballot measure that would have significantly increased taxes on some large companies with highly paid executives, delivering a win for business groups and technology leaders who argued the proposal could hinder the city's economic recovery.
According to results posted by the San Francisco Department of Elections, Measure D was failing with 53.64% of voters opposed and 46.36% in favor. The measure required a simple majority to pass. READ MORE
How Elon Musk is redefining executive compensation
CEO pay packages have reached extraordinary levels, and Elon Musk stands far above everyone else with a compensation package valued at roughly $132 billion, The New York Times reports.
Musk’s compensation is almost entirely stock-based rather than salary or cash bonuses, receiving shares only if Tesla achieves a series of ambitious long-term performance targets tied to company value, vehicle production, autonomous driving initiatives and robotics projects. READ MORE
SEC Proposes Significant Changes to Filer Status Framework and Executive Compensation Disclosure
As previously reported in Proskauer’s client alert (available here), on May 19, 2026, the Securities and Exchange Commission (SEC) proposed significant amendments to its public company reporting framework to simplify the existing filer status regime and substantially expand eligibility for scaled disclosure accommodations. Consistent with SEC Chairman Paul Atkins’ plan to “Make IPOs Great Again,” the proposal is part of a broader effort to reduce compliance burdens and costs in order to encourage companies to enter and remain in the public markets.
This is particularly relevant for executive compensation. If adopted, the amendments would significantly reduce the executive compensation disclosure burden for a large number of public companies. READ MORE
SEC Proposes Sweeping Reforms to Executive Compensation Disclosure Requirements for Public Companies
On May 19, 2026, the Securities and Exchange Commission (SEC) published proposed Release No. 33-11419 (the Proposed Rules), which represents the most significant overhaul of the public company reporting and capital-raising framework in 20 years. The Proposed Rules, in part, extend the reduced compensation disclosure obligations currently reserved for emerging growth companies (EGCs) and smaller reporting companies (SRCs) to a significantly broader set of public companies (including all newly public companies).
Currently, public companies are classified into five filer status categories: large accelerated filers (LAFs), accelerated filers (AFs), non-accelerated filers (NAFs), SRCs, and EGCs. Each category is subject to different disclosure requirements, filing deadlines, and regulatory accommodations. The Proposed Rules would streamline this framework by consolidating filer status into two categories: LAFs and NAFs, plus a new subcategory of small non-accelerated filers (SNFs). READ MORE
Where Compensation Judgment Gets Tested
Executive compensation is rarely easy, but it feels meaningfully different today. Compensation committees are operating with narrower margins for error amid more frequent and less predictable volatility. Strategic pivots unfold in compressed timeframes. Performance patterns are uneven. Market sentiment changes rapidly. Leadership transitions occur against backdrops that would have seemed implausible a decade ago.
At the same time, scrutiny is expanding beyond pay outcomes and alignment with common financial measures to the broader context. Investors, proxy advisors, employees and regulators are paying closer attention to how credibly boards explain the judgments underlying their decisions, not just mathematical outcomes. In this environment, two issues increasingly appear on committee agendas: how incentives support innovation without diluting accountability and how compensation reflects rapidly evolving risks that are less visible and harder to quantify. READ MORE
SEC Proposes Major Overhaul of Public Company Reporting Framework: Two-Tier Filer Status System, Expanded Disclosure Accommodations, and New Relief for the Smallest Filers
Executive Compensation Disclosure. non-accelerated filers would be entitled to provide significantly scaled executive compensation disclosure, including: disclosure for only three (instead of five) named executive officers; only two years (instead of three years) of summary compensation table information; and exemptions from the requirement to provide a Compensation Discussion and Analysis, pay ratio disclosure, pay versus performance disclosure, and several executive compensation tables (including grants of plan-based awards, pension benefits, option exercises and stock vested, and nonqualified deferred compensation tables). READ MORE
Companies Disclose Executive Pay Impacts of Trump Tariffs
Tariffs imposed by the Trump administration in 2025 introduced a new layer of uncertainty for U.S. companies already navigating a fragile macroeconomic environment. The measures apply to imports from most global trading partners across a wide range of tariff rates, shifting constantly in response to negotiations, policy changes and foreign retaliation. During the 2026 proxy season, this uncertainty influenced how companies evaluated executive compensation programs, with many organizations addressing tariff-related impacts in their proxy statements, particularly when determining performance goals and pay outcomes. READ MORE
An Early Look at the Highest-Paid CEOs in 2025
CEO compensation is on a strong upward trajectory. The 2026 edition of the Equilar 100 study shows median CEO compensation reached $29.4 million in 2025, up 23.2% from the previous year. The surge in compensation is the sharpest rise since 2021, when boards rewarded their CEOs with lucrative pay packages for navigating the turbulence and uncertainty of the COVID-19 pandemic. READ MORE
Senators revive bill to claw back executive pay when banks fail
The bipartisan Senate bill would mandate that large bank executives surrender their salaries and bonuses if their bank fails.
Three years after the collapse of Silicon Valley Bank, a bipartisan group of U.S. senators, which includes Sens. Elizabeth Warren (D-Mass.) and Josh Hawley (R-Mo.), reintroduced legislation to “ensure that big bank executives are not allowed to collect massive paychecks and bonuses, disregard prudent risk management, and walk away scot-free if the bank blows up.” The Failed Bank Executives Clawback Act of 2026 would ensure that the Federal Deposit Insurance Corporation has the authority to “hold executives of failed banks financially responsible for some of the costs those failures impose on the rest of the banking system and the economy,” according to a press release. The bill would allow the FDIC to claw back at least part of the compensation bank executives received over the three-year period preceding a bank’s failure. READ MORE
Wall Street regulator calls for shrinking exec pay disclosure
Fewer top corporate executives could be subject to extensive investor disclosures about their compensation under pending regulatory reforms, Wall Street's top regulator said Tuesday.
The remarks from Paul Atkins, chair of the U.S. Securities and Exchange Commission, foreshadowed coming proposals aimed at substantially reducing the burden companies face in complying with regulations for public companies, part of a general shift in the balance of power away from investors and back towards companies. READ MORE
Constraints On Executive Compensation: Practical Or Political?
Wage inequality is rising. According to Investopedia, the ratio of CEO pay to average worker pay in 2025 was 348-to-1.
The Economic Policy Institute (EPI) puts that number at 281 in 2024 compared with 21 in 1965. This ratio grew to 60 by 1989 and rose to 380 in 2000 at the height of the stock market bubble. Stock market declines and the financial crisis of 2008 temporarily reduced CEO stock-related pay, but the ratio still reached a historic high of 208 in 2020. In 2024 the ratio was 281-to-1, which is still higher than it was from the 1960s to the early 1990s. READ MORE
Post-IPO Compensation Strategy: Aligning Executive Pay with Public Markets
Recognizing the importance of an effective compensation plan for attracting, retaining, and motivating key executive talent during an initial public offering (IPO), Alvarez & Marsal Tax, LLC (A&M) released its Initial Public Offering Compensation Report (IPO Report) in 2021 and again in 2024. The 2024 IPO Report analyzed Form S-1 statements filed by companies that underwent IPOs between 2021 and 2023. While these IPO Reports provide valuable insights into the typical market practices for executive compensation during the lead up to the IPO, it is also valuable to understand compensation practices immediately after companies transition from private to public. To that end, A&M performed a similar review of recently public companies’ first proxy statements and compared its findings to the data in its 2024 IPO report. READ MORE
Trump calls for capping executive pay at defense contractors
President Donald Trump put defense contractors on notice today. In a post on Truth Social, Trump said his administration is capping executive compensation at $5 million and prohibiting companies from doing stock buybacks and paying out dividends to shareholders.
President Trump signed an executive order Wednesday evening putting these restrictions in place at a policy level. READ MORE
2026 Executive Compensation Outlook: How Boards Are Resetting Pay, Equity, and Bonuses Across Sectors
Executive compensation in 2026 is being shaped by two opposing forces: boards face intense scrutiny on pay and inequality, yet they still operate in a global talent market where top leaders remain scarce and mobile. Surveys of compensation committees and HR leaders indicate a deliberate shift to “measured but competitive” pay strategies—moderating fixed pay growth while preserving upside through equity and performance-based incentives.
Median salary increase projections have edged down as inflation cools and labor markets soften, but equity-based awards and long-term incentives remain robust, particularly in US and global large-cap companies. The result is a compensation environment where headline cash increases look restrained while total realizable pay can still expand meaningfully if performance and markets cooperate. READ MORE