2026 Executive Pay Oversight: What Directors Need to Get Right


Executive compensation oversight in 2026 is shaping up to be more complicated than in recent years. Regulatory recalibration, economic volatility, evolving proxy scrutiny, and shifting talent expectations are all hitting at once.


The SEC is signaling potential changes to executive pay disclosure, including reconsideration of CEO pay ratio, pay versus performance rules, clawbacks, and the definition of named executive officers. While most revisions are unlikely to affect the upcoming proxy season, boards should expect a more principles based approach and a stronger push for clarity. In remarks delivered December 2, 2025 at the New York Stock Exchange, SEC Chair Paul Atkins said current executive compensation disclosure requirements need a “re-set,” noting that their length and complexity have reduced their usefulness to investors.


Economic instability is also making incentive design harder. Tariffs, inflation, and market volatility are prompting committees to reassess in flight awards, equity holding power, and 2026 grant strategies. Any discretionary adjustments will need to be carefully justified and clearly disclosed to withstand investor scrutiny.


Proxy advisor methodologies are shifting as well. ISS and Glass Lewis are extending pay for performance evaluation periods to five years, increasing the focus on sustained alignment between compensation and long term value creation. That change could resurface historical performance issues and reduce predictability in voting outcomes.


Security considerations are also rising. A recent Mercer spot poll found that 44 percent of companies provide personal security to executives and 35 percent expect to conduct annual reviews of those programs.


These issues were discussed at a NACD Heartland Chapter session on 2026 compensation priorities held on February 25. The takeaway for directors was straightforward: flexibility, transparency, and disciplined alignment with long-term performance will be essential to maintaining shareholder support.



In this environment, oversight mechanics matter as much as policy design. Regulatory shifts and market instability will test whether compensation committees are structured, disciplined, and forward-looking enough to respond without eroding shareholder trust.

I reached out to Deb Sands, Senior Director of Total Rewards at EMC, who was a featured speaker on the panel, to ask what directors should focus on to lead confidently through the 2026 compensation landscape.

Sands outlined four priorities for compensation committees in 2026.


1. Anchor pay to strategy and talent expectations


“From a total rewards perspective, I believe the role of a compensation committee is to make sure that the strategies reinforce the organizational strategies,” Sands said.


Compensation programs should drive long term value creation while also reflecting what today’s workforce expects. As she put it, “The new wave of talent has a different expectation than 20 to 25 years ago.”


For directors, that means ensuring pay structures not only satisfy shareholders and regulators but also attract and retain the talent needed to execute strategy.


2. Balance data with judgment


Formulas, metrics, and compensation philosophies create discipline. But they cannot replace thoughtful oversight.


“It’s incumbent on us to make sure that we are balancing objectivity with judgment,” Sands said. “You can’t take the judgment out of the conversation within the comp committee.”


In practice, that means revisiting legacy frameworks and asking whether they still make sense in today’s environment rather than relying on precedent alone.


3. Be proactive and eliminate surprises


Many compensation committees, Sands observed, feel like they are keeping up rather than getting ahead.


“A lot of times, the committees would say, ‘I just feel like we’re just staying with the organization rather than helping them plan for the future.’”


Her advice is to set clear goals for the year, align early with management, and maintain open dialogue before formal recommendations reach the boardroom.


“At no point should committee members be surprised by the recommendations that they are seeing,” she said. Sharing ideas early, even when they are not fully formed, builds trust and partnership.


4. Look beyond the C-Suite


While CEO compensation is the mandate of the board, Sands says directors cannot ignore what is happening deeper in the organization. “Compensation trends in the organization affect C-suite decisions and even top pay packages.”


Sands pointed to the expansion of long-term cash incentives, once largely reserved for executives, nowsenior leadership and even high- extending into earning individual contributors as companies compete for top talent. She also highlighted the growing importance of flexible and hybrid work arrangements, which can significantly influence attraction and retention in certain markets.


Her advice is for committees to stay curious. Ask questions. Seek external perspectives when appropriate. Understand how workforce trends affect retention, operating costs, and financial performance across the enterprise.


In 2026, compensation oversight cannot be passive. Directors who anchor pay to strategy, apply disciplined judgment, operate proactively, and stay informed about market dynamics will be better positioned to maintain shareholder confidence and retain the leadership talent their organizations need.

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NACD and the NACD Chapter Network organizations (NACD) are non-partisan, nonprofit organizations dedicated to providing directors with the opportunity to discuss timely governance oversight practices. The views of the speakers and audience are their own and do not necessarily reflect the views of NACD.

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We would love to hear from you. Please share your input and suggestions with NACD Heartland Chapter:



Karen Neal, Executive Director

Karen@heartlandnacd.org

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