The SEC's executive compensation disclosure roundtable, where Chairman Atkins delivered his now widely quoted "Frankenstein patchwork" description of Item 402, took place on June 26, 2025, confirmed directly by the SEC's own event calendar entry and the timestamp on Atkins's published remarks. What is genuinely new as of this week is not the roundtable itself but where the resulting rulemaking stands a year later: in February 2026, Atkins confirmed at the Texas A&M School of Law Corporate Law Symposium that he has formally directed Corporation Finance staff to begin drafting proposals to simplify executive compensation disclosure. No proposed rule has been issued as of June 2026. This post covers both the roundtable itself and the year of developments since, because most coverage of the Frankenstein patchwork quote stopped at the roundtable and never followed the thread to where the rulemaking actually stands today.
What Happened at the SEC's June 26, 2025 Compensation Disclosure Roundtable?
On June 26, 2025, the SEC hosted a roundtable on executive compensation disclosure requirements, bringing together representatives from public companies, institutional investors, compensation consultants, and securities law firms. The event ran across three panels over roughly four and a half hours.
The roundtable was not an isolated event. It followed a May 16, 2025 statement from Chairman Atkins announcing the roundtable and posing a specific question to frame the discussion: has the increased complexity and length of executive compensation disclosures provided investors with additional information that is material to their investment and voting decisions? That question, and the request for public comment that accompanied it, generated a substantial body of written submissions from organizations including the Business Roundtable, the U.S. Chamber of Commerce, the Society for Corporate Governance, and individual law firms, all filed publicly under File Number 4-855.
The roundtable's three panels covered, in sequence, the process by which boards actually set executive compensation and how that process maps to disclosure requirements, the historical evolution of compensation disclosure rules since their origin, and a set of specific, contested disclosure issues that panelists and commenters had flagged as ripe for reform. Three SEC representatives, including Chairman Atkins and Commissioners Hester Peirce and Mark Uyeda, participated directly alongside the invited panelists.
What distinguished this roundtable from a routine SEC fact-finding exercise was the directness of the framing. Atkins opened by stating plainly that the Commission's current disclosure requirements could be described as a Frankenstein patchwork of rules, and he meant it as a structural critique, not a rhetorical flourish. The remainder of the session built directly on that framing.
Why Did SEC Chair Atkins Call the Rules a "Frankenstein Patchwork"?
Atkins's full remarks trace the layered history of Item 402 of Regulation S-K to explain why he reached for the Frankenstein metaphor specifically. The Summary Compensation Table dates to 1992. The Compensation Discussion and Analysis narrative requirement was added in 2006. Additional tables and disclosure obligations were layered on in the years following the Dodd-Frank Act of 2010, including the CEO pay ratio rule and the pay-versus-performance table. Each addition was made independently, in response to a specific concern at the time it was adopted, without a comprehensive reconciliation against everything that came before.
The result, in Atkins's framing, is a disclosure regime assembled piece by piece over more than three decades, where no single addition was unreasonable in isolation but the cumulative structure has become difficult to navigate even for securities professionals. His specific line, delivered in his prepared remarks, was that the volume and complexity of these rules may be just as scary to a law firm associate performing a form check of a proxy statement as the monster was to Dr. Frankenstein himself when the monster opened its eyes.
He grounded the critique in a specific irony: the Commission amended Item 402 in 1992 to state explicitly that the item requires clear, concise, and understandable disclosure of compensation. Atkins noted that this three-decade-old aspiration has become, in his words, facetious given the length of the narrative disclosure and the number of tables and charts that now appear in a typical proxy statement.
Commissioner Peirce echoed the structural concern with her own framing during the roundtable, describing the current rules as focused on random trees at the expense of a realistic view of the forest. The shared theme across the SEC's own representatives was not that disclosure should be reduced for its own sake, but that the current structure may obscure rather than illuminate the picture investors actually need.
What Specific Disclosure Items Are Under Review?
The roundtable and the written comment record that accompanied it identified a specific, recurring list of disclosure items as candidates for reform. None of these has been formally proposed for change as of June 2026, but the consistency with which they appear across multiple independent commenters signals where the eventual rule proposal is most likely to focus.
The Summary Compensation Table and related tabular disclosures. Beyond the SCT itself, Item 402 requires a Grants of Plan-Based Awards table, an Outstanding Equity Awards table, an Option Exercises and Stock Vested table, a Pension Benefits table, and a Nonqualified Deferred Compensation table, among others. Commenters argued these tables frequently duplicate information across different formats, requiring companies to reconcile fair value assumptions with financial statement inputs and producing disclosures that go largely unused by the audience they were designed for.
Item 402(x), the equity grant timing disclosure. This item requires disclosure of equity grants made close in time to the release of material nonpublic information, a rule adopted to address concerns about timed option grants. The Business Roundtable's comment letter specifically called for eliminating this item, arguing it is unnecessary given existing CD&A requirements and unlikely to yield new material insight.
The perquisites disclosure threshold under Item 402(i). Companies must report any individual perquisite valued at $10,000 or more and disclose all perquisites once the aggregate total exceeds $10,000. Multiple commenters noted this threshold has not been updated since it was set and no longer reflects a meaningful materiality standard for large public companies.
Executive security disclosure treatment. Several commenters specifically asked the Commission to clarify, through interpretive guidance rather than rulemaking, that security-related expenses for executives should not be presumptively treated as perquisites. This is an area where commenters suggested the Commission could act through guidance alone, without a formal rule change, because the existing interpretive standard is not codified in a way that would require rulemaking to revise.
Is the Pay-Versus-Performance Rule Likely to Be Eliminated or Simplified?
This question requires separating two distinct possibilities that roundtable coverage has sometimes conflated: elimination and simplification.
Full elimination of the pay-versus-performance rule is unlikely in the near term for a specific structural reason. The PvP disclosure requirement, along with the CEO pay ratio rule and the clawback rules, was mandated by statute under the Dodd-Frank Act, not adopted purely under the Commission's own discretionary rulemaking authority. The Commission has latitude in how it implements a statutory mandate, including how granular or simplified the resulting disclosure can be, but it generally cannot eliminate a disclosure obligation that Congress itself directed it to adopt without a change in the underlying statute.
What is realistically on the table is simplification of the PvP table's format and methodology, not elimination of the underlying disclosure concept. Investor panelists at the roundtable specifically flagged the PvP table as an area where additional transparency, not less, was wanted, particularly around the relationship between compensation actually paid and company performance metrics over the measurement period. Issuer panelists, by contrast, focused on the calculation burden, noting that producing the table requires precise valuation calculations, detailed footnotes, and coordination across HR, legal, finance, and external advisors, often to produce a number that does not meaningfully change the proxy's overall narrative.
The likely outcome, based on the tenor of the roundtable discussion, is a simplified compensation actually paid calculation methodology or streamlined table format rather than removal of the requirement. Companies should not plan around PvP disappearing from their next proxy statement.
What Did Panelists Say About the CEO Pay Ratio Disclosure?
The CEO pay ratio rule, like the PvP rule, is a Dodd-Frank statutory mandate, which places it in the same category: simplification is plausible, outright elimination through SEC rulemaking alone is not.
The Society for Corporate Governance's written submission specifically recommended significantly simplifying pay ratio disclosure as one of its priority asks, without calling for its elimination. The core complaint from issuer-side commenters was less about the existence of the ratio itself and more about the methodology burden: companies must identify their median employee using a defined statistical methodology, recalculate that determination periodically, and produce footnote disclosure explaining the methodology used, all for a single ratio figure that some commenters argued provides limited incremental insight to investors relative to the compliance cost required to produce it.
Investor-side commentary at the roundtable was less unified on pay ratio specifically than it was on PvP. Some investor representatives viewed the ratio as a useful, easily understood comparative metric across companies. Others were more open to methodology simplification provided the underlying comparative value of the disclosure was preserved.
The practical signal for compensation committees: expect the IRS-style methodology questions around median employee identification to be a likely target for simplified, more standardized guidance, rather than expect the ratio disclosure itself to disappear.
How Does This Connect to the May 2026 Filer Status Proposal?
The executive compensation roundtable and the SEC's broader May 19, 2026 filer status proposal are separate workstreams, but they intersect directly on one specific point: scaled executive compensation disclosure accommodations.
The May 2026 proposal would extend non-accelerated filer status, and the disclosure accommodations that come with it, to a much larger population of public companies by raising the large accelerated filer threshold from $700 million to $2 billion in public float. Among the accommodations available to non-accelerated filers under that proposal are exemption from the full Summary Compensation Table requirements applicable to large accelerated filers, exemption from the pay-versus-performance table required under Item 402(v), and exemption from the CEO pay ratio disclosure required under Item 402(u).
This means two separate SEC initiatives are moving toward a similar outcome for a large population of companies from different directions. The filer status proposal would reduce or eliminate PvP and pay ratio obligations for any company that newly qualifies as a non-accelerated filer under the proposed $2 billion threshold, simply by virtue of its filer category. The executive compensation roundtable workstream, if it produces a formal rule proposal, would more likely simplify the methodology and format of those same disclosures for the companies that remain subject to them regardless of filer status.
For a company evaluating whether the filer status proposal would change its compensation disclosure obligations, the practical question is whether its current or projected public float places it below the proposed $2 billion large accelerated filer threshold. If so, it may become exempt from full PvP and pay ratio disclosure under that separate rulemaking well before any executive compensation roundtable rule proposal is finalized.
What Is the Likely Timeline for a Formal Rule Proposal?
As of June 2026, no formal rule proposal addressing executive compensation disclosure has been issued. The most concrete, recent signal on timing comes from Atkins's February 2026 remarks at the Texas A&M School of Law Corporate Law Symposium, where he confirmed that he has formally requested Corporation Finance staff to begin drafting proposals for simplifying these disclosures. That request to staff is a meaningfully more concrete step than the roundtable itself, which was an information-gathering exercise rather than the start of a drafting process.
Atkins did not, in those February 2026 remarks, provide a specific timeline for when a proposed rule would be published, nor did he specify which particular Item 402 provisions the draft proposals would address first. The WTW analysis of his remarks notes that he reaffirmed the same two structural priorities that have been a consistent thread since the original roundtable: reducing disclosure volume that does not produce material investor insight, and aligning disclosure more closely with how compensation committees actually make decisions, rather than providing significant new detail about the substance of what is being drafted.
Given the typical SEC rulemaking cadence, where proposing releases on similarly complex Regulation S-K topics have taken twelve to eighteen months from initial public engagement to a published proposing release, a formal executive compensation disclosure proposal arriving sometime in late 2026 or 2027 is a reasonable planning assumption, though the SEC has not committed to any specific date.
Chairman Atkins indicated at the roundtable itself that further public comments should be submitted within several weeks of the event to be considered in any eventual rule proposal, which signals the comment record assembled in mid-2025 will form the evidentiary basis for whatever staff is now drafting.
What Should Your Compensation Committee Be Doing Now?
Three actions are worth taking even though no formal rule has been proposed.
Do not redesign your proxy disclosure process around anticipated changes yet. Nothing in the roundtable record or Atkins's February 2026 follow-up remarks constitutes a proposed rule. Building new disclosure infrastructure around speculation about what a future rule might require risks wasted effort if the eventual proposal differs from current expectations.
Track whether your company would qualify as a non-accelerated filer under the May 2026 proposal. This is the more immediate and concrete pathway to changed compensation disclosure obligations. If your company's public float is below the proposed $2 billion large accelerated filer threshold, you may become eligible for PvP and pay ratio exemptions through that separate rulemaking regardless of what happens with the executive compensation-specific roundtable workstream.
Consider submitting a comment if your company has not already done so. While the formal comment window tied to the original roundtable has closed, the SEC's broader Regulation S-K review processes typically remain receptive to input as draft proposals are developed. Specific, quantified compliance cost data from a compensation committee's actual experience preparing PvP and pay ratio disclosures is more persuasive to SEC staff than general statements of support for simplification.
Frequently Asked Questions
What happened at the SEC's executive compensation roundtable?
The SEC hosted a roundtable on executive compensation disclosure requirements on June 26, 2025, bringing together public company representatives, investors, compensation consultants, and law firms across three panels. Chairman Atkins opened the event by describing the current disclosure regime under Item 402 of Regulation S-K as a Frankenstein patchwork of rules, reflecting more than three decades of incremental rule additions without comprehensive reconciliation. The roundtable was an information-gathering session, not the start of a formal rulemaking process.
Will the SEC eliminate the pay-versus-performance disclosure rule?
Full elimination is unlikely because the pay-versus-performance requirement was mandated by statute under the Dodd-Frank Act, not adopted solely under the SEC's discretionary authority. The more realistic outcome is simplification of the calculation methodology or table format, which the Commission does have latitude to pursue within the statutory mandate. Investor panelists at the roundtable generally wanted more transparency in this area, not less, while issuer panelists focused on reducing the calculation burden.
Is the CEO pay ratio rule going away?
Like the pay-versus-performance rule, the CEO pay ratio disclosure is a Dodd-Frank statutory mandate, which makes outright elimination through SEC rulemaking alone unlikely. The Society for Corporate Governance and other commenters have specifically called for simplifying the methodology used to identify the median employee, rather than eliminating the ratio disclosure itself.
When will the SEC propose new executive compensation disclosure rules?
No formal proposed rule has been issued as of June 2026. Chairman Atkins confirmed in February 2026 remarks that he has formally directed Corporation Finance staff to begin drafting proposals, which is a more concrete step than the roundtable itself, but he did not provide a specific timeline. Based on typical SEC rulemaking timelines for comparably complex Regulation S-K topics, a formal proposing release sometime in late 2026 or 2027 is a reasonable planning assumption, though not a confirmed date.
How does the roundtable relate to the May 2026 filer status proposal?
The two initiatives are separate but intersect on compensation disclosure specifically. The SEC's May 19, 2026 filer status proposal would extend non-accelerated filer status to a much larger population of companies by raising the large accelerated filer threshold to $2 billion in public float, and non-accelerated filers under that proposal would be exempt from full pay-versus-performance and CEO pay ratio disclosure. This means a company could become exempt from those specific disclosures through the filer status rulemaking well before any executive compensation-specific rule proposal from the roundtable workstream is finalized.
Key Takeaways
- The SEC's executive compensation disclosure roundtable took place June 26, 2025. Chairman Atkins described the current Item 402 regime as a Frankenstein patchwork of rules, built up through more than three decades of incremental additions without comprehensive reconciliation.
- Specific disclosure items flagged as candidates for reform include the tabular disclosures under Item 402, the Item 402(x) equity grant timing rule, the Item 402(i) perquisites disclosure threshold, and the interpretive treatment of executive security expenses.
- Full elimination of the pay-versus-performance and CEO pay ratio rules is unlikely because both are Dodd-Frank statutory mandates. Simplification of methodology and format is the more realistic outcome for both.
- The executive compensation roundtable workstream and the May 2026 filer status proposal intersect directly: companies that qualify as non-accelerated filers under the proposed $2 billion large accelerated filer threshold would become exempt from full PvP and pay ratio disclosure through that separate rulemaking.
- No formal proposed rule on executive compensation disclosure has been issued as of June 2026. Chairman Atkins confirmed in February 2026 that he has directed staff to begin drafting proposals, but provided no specific timeline.
- Compensation committees should avoid redesigning disclosure processes around speculation, monitor whether their company would qualify under the separate filer status proposal, and consider submitting data-backed comments as the SEC's broader Regulation S-K review continues.
