The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.
Heading into 2025, boards of directors must be prepared to address both rising concerns around executive security costs and new Securities and Exchange Commission (SEC) disclosure rules relating to the timing of option and stock appreciation right (SAR) awards. We discuss the issues directors should consider below.
Link to Executive Security During Volatile Times Executive Security During Volatile Times
The recent killing of UnitedHealthcare Group’s insurance division CEO Brian Thompson outside a New York City hotel while he was attending the company’s annual investor meeting has brought executive security into sharp focus for many boards of directors heading into 2025. Although companies may conclude that providing personal security benefits outside of business engagement to CEOs or other senior executives is necessary to protect the company’s human capital assets, the SEC has to date been clear that these expenses should be disclosed as perquisites to the impacted executives and we thus far have not seen any indication that the SEC’s views will shift during the current proxy season. That said, investor perspectives with respect to security-related expenses may well shift as a result of the very serious and tangible risks to key management. Below, we discuss key issues associated with executive security costs and the related disclosure that directors should take into account.