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Statement by Chair Atkins on the Upcoming Executive Compensation Roundtable
When the Commission instituted tabular executive compensation disclosure in 1992 , then-Chairman Richard C. Breeden championed an easily comprehensible disclosure regime centered around a graphical presentation of total executive compensation with comparisons against compensation of executives in peer firms and against the issuer’s performance. In the intervening years, disclosure requirements have been expanded to focus […]
Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent statement. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.
When the Commission instituted tabular executive compensation disclosure in 1992 [1], then-Chairman Richard C. Breeden championed an easily comprehensible disclosure regime centered around a graphical presentation of total executive compensation with comparisons against compensation of executives in peer firms and against the issuer’s performance. [2]
In the intervening years, disclosure requirements have been expanded to focus more and more on variations of components of compensation, rather than on total compensation. While it is undisputed that these requirements, and the resulting disclosure, have become increasingly complex and lengthy, it is less clear if the increased complexity and length have provided investors with additional information that is material to their investment and voting decisions.
It is important for the Commission to engage in retrospective reviews of its rules to ensure that they continue to be cost-effective and result in disclosure of material information without an overload of immaterial information. As part of this review of its executive compensation requirements, the SEC will host a roundtable with representatives from public companies and investors, as well as other experts in this field.
Commission staff will provide further details about the roundtable’s agenda and speakers before the event. As the staff develops that agenda, I have asked them to consider the questions outlined below. I also welcome and encourage members of the public to provide their views on these questions, either in advance of or after the roundtable.
