Compensation Season 2025 Insights and Updates

This document is a report that outlines key themes influencing company compensation decisions for the year 2025. It discusses the impact of stock market performance and regulatory changes on compensation strategies. The report highlights the proposed FTC non-compete ban and its implications for companies, emphasizing the need for awareness of evolving regulations. It details updates from ISS regarding performance-vesting equity disclosure and the scrutiny of incentive programs during the pandemic. The document also covers Glass Lewis's approach to compensation policies, particularly regarding committee discretion in change of control scenarios. Furthermore, it addresses new disclosure requirements under Regulation S-K concerning option grant timing and the importance of preserving employee whistleblower rights. The report concludes with recommendations for compensation committees to review ESG-related goals and prepare for the expanded definition of covered employees under Section 162(m) in 2027, along with best practices for compensation committee operations.