Executive Security, DEI Metrics and Pay Trends: What to Watch in 2025 Proxies
Early proxy filings show a jump in CEO security disclosures from 24% to 31%, according to Pearl Meyer’s recent analysis of the first 100 S&P filers. The firm noted four key observations from this group:
1. Executive security on the rise as many companies conducted formal risk assessments for executives and enhanced programs following the tragic murder of UnitedHealthcare’s CEO.
Expect this number to climb further in 2026 as firms refine their security policies.
Key steps for addressing executive security policies are addressed in a new piece from the Society for Corporate Governance.
Center advocacy. Security costs within the office are categorized as operating expenses, but external security measures are perquisites and must be disclosed as compensation. The Center has urged regulatory change and is discussing ways the SEC could rethink its stance on this issue.
2. DEI metrics in incentives take a dive. For early filers, this declined from 65% to 35% - reflecting the broader trend of companies recalibrating DEI programs, shifting to qualitative goals and softening disclosure.
3. Performance shares still reign - but for how long? LTI mix is relatively unchanged from 2023 with:
60% of the incentive in PSUs
24% in RSUs
16% stock options
New news: Proxy advisors may be questioning PSUs, particularly in cases of quantitative pay-for performance misalignment. In its 2025 Proxy Season preview, ISS warns of higher scrutiny for PSUs this year.
4. So far, CEO pay continues its upward trajectory. Median total pay among early filers was $17.7 million - nearly a 10% increase from 2023. The primary drivers are:
STI payouts up (13%)
LTI compensation up (7%)
This upward trend suggests that stock market gains and the competition for top executive talent continue to push pay levels higher, despite scrutiny from investors and regulators.
Join us! On April 9th, the Center will host a webinar on innovation in executive LTI programs. Join us to hear from CHROs who have taken a different approach, why they chose the design they did and how they talk to their investors about it.
Megan Wolf
Director, Practice, HR Policy Association and Center On Executive Compensation
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