The Corporate Director Podcast

Why Executive Compensation Disclosure Is Poised for a Major Overhaul

13 snips
Apr 8, 2026
Josh Black, editor at Diligent Market Intelligence who tracks shareholder activism and proxy trends, and Caroline Montalbano, partner at Meridian Compensation Partners advising boards on pay and disclosure. They unpack why the SEC is reworking pay disclosures. They discuss likely simplifications to narratives and tables. They outline what boards and comp committees should prepare now.
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ANECDOTE

Caroline’s Journey From CPA To Compensation Partner

  • Caroline described her path from CPA to finance and HR roles before joining Meridian in 2020, grounding her comp expertise in practical leadership experience.
  • She uses that background to help boards design incentives that withstand investor and regulatory scrutiny.
INSIGHT

SEC Reevaluating Two-Decade Old Pay Disclosure Rules

  • The SEC is rethinking a 20-year-old executive compensation disclosure framework that has become bloated and investor-unfriendly.
  • Caroline Montalbano noted additions like CEO pay ratio and pay-versus-performance layered onto 2006 rules, prompting a modernization review after an SEC roundtable.
INSIGHT

Expect Fewer Officers And Simpler Disclosure Tables

  • Anticipated simplifications include reducing the number of officers covered and streamlining complex tables like pay-versus-performance.
  • The aim is to shift from compliance checklists to investor-friendly explanations of board decision-making.
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