Yearly Archives: 2026

S&P 500 CEO Compensation Trends

Aubrey Bout is a Managing Partner, and Perla Cuevas and Jose Lawani are Consultants at Pay Governance LLC. This post is based on their Pay Governance memorandum.

Key Takeaways

  • CEO pay increases moderated in 2024. Median CEO actual total direct compensation (TDC)* reached $17M in 2024, reflecting a moderated 5% increase following a strong 14% increase in 2023.
  • Long-term incentive continues to dominate. Long-term incentives (LTIs) remain the primary driver of CEO compensation, with continued emphasis on performance-based equity, reinforcing alignment with shareholders.
  • Shareholder returns remain strong. This was the third consecutive year of robust total shareholder return (TSR) (+26% in 2023, +25% in 2024 and +18% in 2025). Despite robust returns, CEO pay increased more moderately.
  • CEO pay directionally correlated with TSR. Since 2010, CEO pay has increased at an estimated +5% compound annual growth rate, while TSR over same period has grown at +14% annually.
  • Outlook: Looking ahead, we expect 2025 CEO pay to increase in mid-single digits in 2025, supported by a third consecutive year of strong TSR and financial performance.

*TDC = sum of actual base salary, bonus incentives (based on actual performance), and reported grant date fair value of LTI awards

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Purpose-Driven Compliance

Veronica Root Martinez is the Simpson Thacher & Bartlett Distinguished Professor of Law at Duke University School of Law. This post is based on her recent article, forthcoming in Texas A&M Law Review.

In recent decades, corporate compliance programs have become ubiquitous across large organizations. Firms now invest significant resources in compliance infrastructure, often spurred by enforcement actions, regulatory expectations, and the prospect of mitigation credit in the event of misconduct. Yet despite these investments, high-profile corporate compliance failures continue to occur with troubling regularity. These failures raise a fundamental question: whether the prevailing enforcement-driven model of compliance is actually well suited to preventing misconduct and promoting ethical organizational behavior.

In Purpose-Driven Compliance (forthcoming, Texas A&M Law Review), I argue that today’s dominant approach to compliance—one that is largely reactive to enforcement priorities and premised on the acceptance of imperfect compliance—may be inherently limited. Modern compliance programs are frequently designed around the priorities of regulators and prosecutors, rather than the firm’s own mission, risk profile, and ethical commitments. As a result, compliance efforts may be misaligned with the most significant risks organizations actually face, while simultaneously normalizing small amounts of misconduct that can later escalate into more serious violations.

The Article traces the origins of enforcement-driven compliance to developments in the 1990s, including Caremark, law-and-economics scholarship on self-policing, and the emergence of corporate enforcement policies that reward firms for adopting formal compliance programs. These interventions succeeded in motivating firms to build compliance infrastructures, but they also embedded two core assumptions: that enforcement incentives are the primary drivers of effective compliance, and that perfect compliance is unattainable and therefore unnecessary. Over time, these assumptions have shaped compliance programs that prioritize external expectations over internal norms and tolerate certain levels of misconduct as inevitable. READ MORE »

Public Company Outlook for 2026

William Regner, Eric Juergens and Susan Reagan Gittes are Partners at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Regner, Mr. Juergens, Ms. Gittes, Simone Hicks, Daniel Priest, and Tim Cornell.

Key Takeaways:

  • As we turn the calendar to 2026, public companies face an evolving set of legal and market dynamics that will shape governance, transactions and engagement with stockholders.
  • In this Debevoise In Depth, we outline the key issues facing public companies this year.

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Thoughts for Boards: Key Issues for 2026

Martin Lipton is a Founding Partner at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton memorandum by Mr. Lipton, Steven A. Rosenblum, Karessa L. Cain, Elina Tetelbaum, Loren Braswell, and Alexander H. Sugerman.

In a year of significant regulatory, geopolitical, technological and macroeconomic turbulence, boards have had to manage through an environment of uncertainty. Unpredictability caused by frequent policy shifts and evolving expectations and demands from governmental and market actors added complexity to the array of demands that a modern public company board must address. Yet there were also more opportunities for proactive and well-advised companies to utilize new technologies, take a fresh look at their corporate governance practices and strengthen relationships with stakeholders in ways that helped boards not only navigate, but also take advantage of a rapidly shifting environment for public companies.

Set forth below are some of the most important trends and developments that shaped the landscape in three key areas for boards, along with some considerations for boards to bear in mind as they address these developments.

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The Limited Effects of Regulating Greenwashing: Evidence from Europe’s SFDR

Paul Smeets is a Professor at the University of Amsterdam. This post is based on a recent paper by Professor Smeets, Hunt Allcott, Professor at Stanford University, Mark Egan, Professor at Harvard Business School, and Hanbin Yang, Assistant Professor at London Business School.

Over the past decade, sustainable and ESG investing has grown rapidly. At the same time, concerns about greenwashing, the exaggeration of environmental or social benefits of financial products, have increased just as quickly. A growing body of research suggests that many sustainable investments have limited real-world impact, and in some cases may even be counterproductive.

In response, regulators have increasingly turned to disclosure-based regulation. The idea is appealing: rather than restricting investment choices, regulators can require standardized transparency, allowing investors to discipline markets themselves.

One of the most ambitious disclosure regimes to date is the European Union’s Sustainable Finance Disclosure Regulation (SFDR). Introduced in March 2021, SFDR requires mutual funds to classify themselves into three categories: Article 6 funds with no sustainability focus, Article 8 funds that promote environmental or social characteristics, and Article 9 funds that pursue a sustainable investment objective.

In our recent NBER working paper, we study whether SFDR achieved its core objectives. Did the regulation affect investor behavior? Did it lead funds to become more sustainable? And what lessons does it offer for the design of future ESG regulation?

What Must Happen for Disclosure to Matter

For sustainability disclosure to affect real economic outcomes, several steps must occur. First, funds labeled as more sustainable must actually differ in their underlying portfolios. Second, the disclosures must convey new or clearer information to investors. Third, investors must respond by reallocating capital based on that information.

Only if all three steps occur can disclosure-based regulation possibly influence asset prices and, ultimately, firms’ real-world behavior.

Our analysis evaluates each of these channels. READ MORE »

As Activism Becomes a Year-Round Sport, Possible Regulatory Changes Could Impact Both Activists and Companies

Elizabeth R. Gonzalez-Sussman is a Partner, Ron S. Berenblat is of Counsel, and Roy Cohen is an Associate at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum.

Key Points

  • Activist investors remain a powerful force in the corporate landscape, increasingly using more sophisticated multimedia and digital strategies to exert pressure on companies and boards.
  • An increase in off-cycle and “vote no” campaigns in the U.S., coupled with more activists going public without any private engagement, is making activism a year-round phenomenon.
  • Companies may need to consider reevaluating their approaches to shareholder engagement if proposed regulatory changes are adopted to curb the influence of institutional investors and proxy advisory services in shareholder votes.

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Does Adding an Activist to the Board Improve Shareholder Returns?

Lex Suvanto is the CEO at Edelman Smithfield, Jack Flaherty is a Senior Vice President at Edelman Smithfield, and Marco Castellani is the Head of Activism & Defense at UBS. This post is based on an Edelman memorandum by Mr. Suvanto, Mr. Flaherty, Mr. Castellani, Luc Priddle, and Charlotte Prunty.

Earlier this year, we published research revealing that public companies that settle with activists tend to underperform the market, on average, over the three years following the settlement. Specifically, we examined 634 settlements in the U.S. over 14 years (2010–2024) and found that in the aggregate, companies that settled with activists underperformed the S&P 500 by 7.1%.

These findings suggest that settlements do not generate positive returns for investors. The exception occurs when looking at companies that were sold within the same three-year period. On average, these companies outperformed the market by more than 15%. It should therefore not be a surprise when activists push companies to run a sale process.

In this second edition of our research, we took a closer look at the settlement data to determine if the addition of one or more activist principals to the board led to a different stock price outcome in comparison to settlements that only added independent directors (for clarity, “activist principal” means an executive that works for the activist fund; “independent” means a director that is not an employee of the activist fund. [1]) We also examined whether companies were more or less likely to sell themselves if an activist principal was added to the board versus only independent directors.

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Corporate Intent

Augustin Landier is a Professor of Finance at HEC Paris, Parinitha Sastry is an Assistant Professor of Finance at the Wharton School of the University of Pennsylvania, and David Thesmar is the Franco Modigliani Professor of Financial Economics at the MIT Sloan School of Management. This post is based on their recent paper.

Investors and executives have often floated the idea that companies can “do well by doing good.” For example, by leaning into sustainability or promoting fair treatment of workers, companies can enjoy higher profits thanks to talent recruitment, loyal customers, or easier financing. However, in a new experimental paper, we show that this story, sometimes referred to as “instrumental stakeholderism”,  is incomplete: stakeholders care not just about what firms do, but why they do it.​

The core finding: an “intention premium”

The paper’s central question is simple: if two firms take the same environmentally beneficial action and generate the same cash flows, does it matter to investors whether the CEO says the firm is motivated by profit or by social concern? A strict consequentialist would answer “no”: only the financial payouts and externalities should matter.​

However, in a large online experiment with 1,399 U.S. participants recruited via Prolific, we find the opposite. When a firm reduces pollution, investors are willing to pay more for its shares if the CEO frames the decision as driven by concern for the environment, rather than by profit maximization. Holding the dividend and the environmental impact fixed, a purely prosocial intention generates a positive “intention premium,” while an explicitly profit-only intention generates a discount.​ On average, we find that people are willing to pay a premium of roughly 7 cents per share when management expresses prosocial intent, representing roughly 3% of the cash value of the stock.

Inside the experiment: praise, blame, and ambiguity

Participants first complete a short quiz to ensure they understand basic stock valuation: a share that pays a certain, immediate dividend of $X should be worth $X to a purely profit-maximizing investor. This primes respondents toward financial thinking.

They are then placed in the role of shareholders and asked—over 18 rounds—to state their maximum willingness to pay for a stock that pays a one-time dividend and has a specified effect on pollution relative to industry standards. Each vignette varies along three dimensions: the dividend per share, the environmental externality (more or less pollution than the industry standard), and a short CEO statement about the firm’s intentions.​ For example, in the profit intent treatment, the CEO states: “We use this production technique because we think it will generate the most profits. Our priority as a company is maximizing profits.”

We structure our treatments into three groups of conditions: READ MORE »

What the Tesla Decision Means for Executive Compensation and Other Corporate Issues

Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, and Steven Epstein is the Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, and Steven J. Steinman, and is part of the Delaware Law Series and the Controlling Shareholder Series; links to other posts in the Delaware Law Series are available here; links to other posts in the Controlling Shareholder Series are available here.

In re Tesla, Inc. Derivative Litigation (Dec. 19, 2025), the Delaware Supreme Court unanimously reversed the Court of Chancery’s rescission of the $56 billion ten-year equity-based incentive compensation package (now valued at $139 billion) that Tesla, in 2018, awarded to Elon Musk, its chief executive officer. The compensation package had been approved by Tesla’s purportedly independent Compensation Committee and board of directors, and also approved, and then ratified, by Tesla’s shareholders unaffiliated with Musk. It was uncontested that, over just six years, Musk had met all of the milestones required for full vesting of the package. The Court of Chancery ordered total rescission of the package, finding that the board’s process had been controlled by Musk and that the “unfathomable” amount of compensation was not fair to the corporation and its shareholders. The Supreme Court, however, held that total rescission was an improper remedy, and awarded the Plaintiff nominal damages of $1.

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2025 Shareholder Activism Trends and What to Expect in 2026

Sebastian Alsheimer, Kyle A. Harris, and J.T. Ho are Partners at Cleary, Gottlieb, Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Mr. Alsheimer, Mr. Harris, Mr. Ho, and Mark Kiley.

From an activism perspective, 2025 was a record-breaking year, with more campaigns waged than ever across an increasingly diverse spectrum of public companies.

While many themes continued from years prior, various regulatory and structural changes have shifted the landscape for companies and shareholders alike. Shareholder activism has become a feature of the public markets that almost all issuers have to deal with at some point, regardless of their size, reputation, maturity or corporate governance structure.

In 2025, dissidents targeted boards and executives in elevated numbers: activist hedge funds and other investors using activist tactics waged a record number of activism campaigns.

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