Paul Atkins has wasted little time in his first year in charge of the Securities and Exchange Commission (SEC) – and shows little to no sign of slowing down next year.

speech at the New York Stock Exchange this week

, Atkins said disclosure reform – specifically around executive compensation – was one of three pillars, alongside depoliticizing shareholder meetings and raising the threshold for securities litigation, of his “plan to make IPOs great again.” That should come as little surprise, given Atkins described the current disclosure requirements as “a Frankenstein patchwork of rules” in 

his opening statement at an SEC roundtable

 in June featuring experts from asset managers, legal and compensation consulting firms, and several large-cap issuers.

What might make it into the SEC’s reforms is harder to predict. After all, the agency has yet to complete all the rulemaking requirements from the 2010 Dodd-Frank Act, the Congressional response to the global financial crisis, despite having introduced pay-versus-performance (PVP), a clawback rule, and pay ratio and committee disclosure requirements. 

Investors, issuers, and advisors are understandably divided over what steps to take, even if there is more agreement than disagreement over the excessive length of compensation disclosure and analysis (CD&A) sections of proxy statements. 

At the heart of executive compensation disclosure are a handful of paradoxes. For one, everyone wants plain English explanations of something oft best conveyed numerically, but where numbers are hard to reconcile by changing circumstances. And while investors often want simpler compensation structures, issuers frequently reply that complexity is introduced to meet the approval of proxy advisors who base their analysis on rules derived from investor voting preferences.

Nonetheless, some broad themes emerge from comment letters and the signals the SEC itself has sent out.

Atkins has said he wants smaller companies – such as those with a public float of $250 million or less – to face less onerous disclosure requirements than bigger companies. He referenced the JOBS Act, which allowed newly listed companies to provide streamlined CD&A disclosures – 

a provision utilized by 77% of so-called emerging growth companies

 that went public in the year after the law came into effect.

Other flash points are likely to be pay-versus-performance (PVP), named executive officer (NEO), perquisites, and summary compensation table disclosures. Among other things, comment letters have beseeched the SEC to reduce the number of NEOs that need to be included in disclosures, which would likely appeal to Atkins’s more stringent definition of materiality, and offer an alternative to the proliferation of equity-related tables.

PVP, which is one of the SEC’s more recent introductions, is likely to be a tougher fight despite introducing complexity to the CD&A. 

 (CII) warns, for example, that non-GAAP financial measures should be subject to the same quantitative reconciliation as GAAP financials, which would tighten rather than weaken the SEC’s disclosure requirements.

Non-governmental organizations or liberal-leaning campaign groups which support the pay ratio, PVP and certain perquisite disclosures may carry less weight with a Republican-majority SEC. But it will be interesting to see whether the SEC takes a slash-and-burn approach to the disclosure requirements, puts the onus on Congress to repeal elements of Dodd-Frank, or opts for some technical tweaks.

One more paradox looms. Many participants urge the SEC to shift from prescriptive rules to a more principles-based approach. Yet principles-based disclosure is not inherently simpler. When companies are freed from checklists, they may feel compelled to justify their choices at length. In pursuit of flexibility, disclosure could actually become longer, more subjective, and more burdensome.

SEC signals shift in executive pay disclosure rules

This article originally appeared in our December 4th edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe 

Compliance gaps widen: Are you ready to respond?

 from Diligent Institute, in partnership with Corporate Board Member, reveals a clear trend: legal, compliance, and audit leaders continue to perceive significantly heightened risk heading entering Q4 with heightened risk perceptions - and they are mobilizing accordingly. 

Business risk now stands at 7.9 out of 10

, up from 5.8 in Q1, a 36% increase in just six months. Leaders point to the combined impact of regulatory complexity, tariff volatility, geopolitical tensions, and persistent inflation as the primary forces destabilizing today’s operating environment.

“The convergence of these factors keeps risk levels high and requires businesses to invest more in 

proactive compliance, risk management, scenario planning and governance frameworks

,” says respondent Taras Lytovchenko, Chief Legal and Compliance Officer at Trinitex.

Shifting risk landscape: From regulatory exposure to tariff and cross‑border volatility

Regulatory risk remains a top concern, but its share dropped by 10 percentage points since our Q2 2025 reporting, suggesting growing confidence in internal regulatory frameworks and monitoring capabilities. As compliance programs mature, attention is moving toward more specific operational threats: tariff changes, global volatility, and cross-border policy shifts that can outpace traditional response mechanisms.

Accordingly, legal and compliance teams report reinforcing nearly every dimension of their programs — with a strong focus on technology (including AI) for monitoring and regulatory tracking, alongside expanded training and policy reviews. One area that isn’t gaining traction: whistleblower and reporting channels, which most GCs do not expect to prioritize in 2026.

Geopolitical risk shows a clear divide in response. Nearly 27% of organizations have expanded their monitoring of cross-border trade or engaged external advisors to navigate international regulatory complexity; proactive moves that position them to adapt as conditions change.

Yet, 43% report no change in compliance priorities, even though geopolitical conflicts rank as the third-most pressing risk today. This disconnect should concern directors and executives alike. True resilience requires active reassessment of policies and controls as the environment evolves, not a wait-and-see approach.

AI integration: Widespread planning, uneven confidence

Many teams have started building AI governance guardrails, but confidence remains low. Only 29% report a comprehensive plan in place, while 38% are actively drafting guidelines and 44% say their policies need refinement. Just 11% feel very confident in their current approach. The pace of AI adoption is introducing novel risks, making transparency and trust essential in deployment and oversight.

Board action plan: 4 steps to close compliance gaps now

Double down on scenario planning for tariff and trade disruptions; ensure supply chain, pricing, and market-entry contingencies are current and tested.

Strengthen regulatory monitoring with technology-enabled workflows, and pair them with periodic policy reviews and targeted training to maintain agility.

Address the geopolitics posture gap by mandating regular reviews of regional exposure, even if current operations feel insulated.

Prioritize AI governance through clear usage policies, risk assessments, human oversight protocols, and transparent reporting. Educate the board so oversight keeps pace with adoption.

The headline is clear: Risk is rising, but so is the capacity to respond. The organizations that win in this environment will be those that turn maturing compliance programs into a forward-looking risk posture, board-level fluency on emerging technologies, and maintain consistent operational readiness.

 for more insights on emerging threats and benchmarks to guide your next move. 

Compliance gaps widen: Are you ready to respond? 

This article originally appeared in our November 20th edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe

Boards in transition: Why active, data-driven governance is the 2026 imperative

Boards entered 2025 facing rising heightened risk, economic volatility, and an urgent mandate to modernize oversight. We recently hosted Diligent’s Elevate Leadership Summit, a by-invitation event where corporate directors, executives and leading experts gathered for candid, Chatham House Rule-style discussions on today’s challenges and the future of corporate governance.

Top Board Governance Trends for 2026: Active, Data‑Driven Oversight

Across sessions, a clear throughline emerged: the most effective boards are shifting from passive oversight to active, data-driven governance with disciplined processes and human judgment at the center. Here’s what our expert speakers and experienced director attendees had to say about the trends to watch in 2026:

From passive to active GRC, augmented by AI

Active GRC is replacing passive oversight as directors confront increasing risk and low confidence in near-term conditions. 

Speakers urged leaders to augment teams with AI agent

s to handle foundational tasks and “ask the next question,” freeing capacity for strategy amid resource constraints. The shift isn’t about automation for the sake of it; it’s about using technology to strengthen discipline, improve foresight and increase resiliency in governance processes.

AI governance: Measure what people actually do

The biggest AI risk isn’t only technical, it’s invisible usage

. Effective AI governance should incorporate real usage metrics

, not just periodic sentiment surveys, so boards and management can see where tools are actively embedded in work and where shadow adoption may be creating risk. Pair cultural encouragement (safe experimentation and knowledge sharing) with “lighthouse” projects that prove measurable value, building confidence while establishing standards that scale.

Culture oversight is expanding and needs better data

Board oversight of culture has outgrown legacy tools as public trust shifts towards employers and brands, and employees increasingly make choices based on societal values. Activism is rising, yet many boards still haven’t addressed company stances on social issues. Leaders discussed responsibly tapping a broader range of anonymized, unstructured data, such as employee intranet messages and chat activity, to surface actionable insights, while ensuring that individual employees aren’t singled out or penalized for raising concerns.

Board Priorities and Next Steps for 2026 and Beyond

The year ahead will reward boards that turn judgement into action: clear crisis protocols, richer data streams on people and culture, pragmatic compensation strategies, and stepwise AI adoption grounded in how employees actually use it. The common denominator is disciplined curiosity. The best directors will ask sharper questions, measure what matters and adapt faster.

If these insights resonate with your board or leadership team, start with a structured review of your speak-up mechanisms, succession playbooks, culture data sources and AI governance metrics to ensure they match today’s pace of change. Then, pick one “lighthouse” initiative to prove value within the next two quarters — and use what you learn to scale.

 to dive deeper and benchmark your board’s readiness for 2026 and beyond.

Diligent

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SEC signals shift in executive pay disclosure rules

Compliance gaps widen: Are you ready to respond?

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