“Executive Security” Disclosure Under the Spotlight

Here’s an excerpt from this 12-page report penned by Labrador’s Lois Yurow (which includes a number of different types of disclosure examples):

“Concerns about executive security have been on the rise for several years. The 2024 murder of UnitedHealth CEO Brian Thompson no doubt has inspired even more attention to security in public company boardrooms.


An Equilar study of proxies filed by S&P 500 companies in the first quarter of 2025 revealed that over 30% made arrangements to protect one or more executives in 2024—a 27.8% increase from 2023 and a 47.6% increase from 2021. The cost of these arrangements has steadily climbed as well, rising from a median of $43,068 in 2021 to $94,276 in 2024.


For example, many recent proxy statements disclose that the company engaged in a risk assessment (some internal, some by independent third parties) to determine the need for and optimal scope of security programs. In addition, several companies took the precaution of removing all director and NEO photographs from their proxy statements, reversing course on a years-long trend toward including headshots.

Although one can easily argue that protecting executives is a business necessity, SEC guidance states that safeguards like home security systems and use of corporate aircraft are considered “perquisites,” and they must be quantified and disclosed as such under Item 402 of Regulation S-K. Specifically, the SEC contends that “an item is a perquisite or personal benefit if it confers a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for the convenience of the company.”

Some have called for the Commission to rethink that position. Notably, the topic was raised during the SEC’s June 2025 roundtable on executive compensation.

At the same time, numerous companies are pointedly challenging the characterization of security arrangements as a perquisite. S&P Global, for example, explains in its most recent proxy: “We view …security-related costs as critical to the safety of our CEO and former CEO and thus to the operation of our business and our ongoing success and we do not view these costs as providing additional compensation or personal benefits to our executives.” CVS and Broadcom, among others, include similar statements in their perquisites disclosures. The SEC may decide to revisit this issue, but for the 2026 proxy season at least, executive security is a “perquisite.”

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