Executive Security: The Perk to Watch

The murder of a healthcare senior executive in midtown Manhattan in December 2024 prompted many companies to re-evaluate the measures in place to secure the physical safety of their executives. [1] More recently, a mass shooting occurred in an office tower in Manhattan, calling further attention to the enhanced need for executive security. While many companies that are household names, especially in the technology and media sectors, have for years reported large security benefits for their founders and corporate leaders, many more companies are accepting the reality of the need for security for their key executives and considering how to integrate security into their executive compensation frameworks.

This article examines current executive perquisite disclosure trends and the influence of proxy advisory firms with a focus on executive security and makes predictions on related trends in the 2026 proxy season. We anticipate many companies this year have provided executive security for the first time or have enhanced existing levels of security, which will trigger additional perquisites disclosure under the current disclosure rules. The executive compensation disclosure rules are presently under review by the SEC and these rules are among the requirements that are likely to be subject to disclosure reforms.

BACKGROUND

Executive perquisites, or “perks,” have historically been closely scrutinized by shareholders and generally disfavored by proxy advisory firms when they are deemed “excessive.” Originally introduced as part of the SEC’s 2006 overhaul of executive compensation rules, the current SEC disclosure rules define a “perk” by what it is not—namely, items that are not “integrally and directly related to the performance of the executive’s duties.” If an item is not integrally and directly related to the executive’s duties, it is generally a reportable perk if it confers a direct or indirect benefit with a personal aspect on the executive. Under this framework, amounts that would be considered immaterial in most financial reporting contexts must be disclosed once an aggregate of a USD10,000 perk threshold is crossed. This requires public companies to carefully review and disclose the value of any benefits that could be characterized as perks and that are not available to all employees on a non-discriminatory basis. Additionally, the “integrally and directly” related standard raises questions about benefits that have a clear business purpose but also confer a personal benefit, like private plane travel.

Perks disclosure has historically been an area of regular SEC enforcement action. The SEC has continued to bring standalone actions against both companies and individual executives for failure to report—and more seriously egregious mischaracterization or improper valuation of—executive perks. [2]

SHAREHOLDER ADVISORY FIRMS’ VIEWS ON EXECUTIVE SECURITY

In 2025, both ISS and Glass Lewis addressed executive security perks leading up to the 2025 proxy season. In January 2025, during its annual discussion on ISS Policy Updates and Key Issues, ISS noted that it expects companies will allocate materially higher amounts to executive security. [3] Since security arrangements often pose unique sensitivities, ISS’ position is that the narrative disclosure on a company’s decision to provide a perk need not detail the specific threats faced by executives, but should instead highlight a disciplined, arm’s-length process for determining what security services are warranted (rather than merely accepting executive preferences).

This could include disclosure on whether an independent security consultant was retained, whether decision makers followed the recommendations of the security consultant, and how the perk would safeguard both personnel and corporate assets.

Glass Lewis’ June 2025 special report also highlighted a recent upswing in personal security perks for executives. [4] Glass Lewis recommends that boards of directors have third-party risk assessments conducted to corroborate the necessity and scope of any proposed executive security programs. Glass Lewis cautions companies to consider whether other board-sanctioned practices serve to increase executive security threats in a manner that would then necessitate further enhancements. For example, the report references so-called “super commuting” arrangements for executives who do not reside near company headquarters, observing that these arrangements may themselves heighten executive security risks by creating security gaps during frequent travel and thus require additional protective spending.

DISCLOSURE OF EXECUTIVE SECURITY PERKS IN 2025 PROXIES

We compared 2025 proxy statement disclosures of the companies in the Top 100 Companies, the S&P 500 and the Russell 3000 Index filed through September 5, 2025 against the 2024 filings. The 2025 proxy data reflects a year-over-year increase in the prevalence of executive security as a perk, most significantly among the Top 100 Companies, and the amount of the disclosed aggregate incremental cost to the company for providing executive security. We suspect those numbers will continue to increase in the 2026 proxy season, reflecting updates to executive security offerings throughout the full fiscal year since the catalyzing events described above.

Who benefits from executive security perks?

Listed below are selected metrics and trends for the Top 100 Companies that disclosed executive perks, and to whom those perks were offered.

• CEO only. In 2025, approximately 54% of disclosing companies limit personal security to the CEO, matching 54% in 2024.
• Broader NEO coverage. 44% of disclosing companies extended benefits to the CEO and some or all other named executive officers in 2025, again matching 44% in 2024.
• Family coverage. 4% explicitly cover spouses or dependent children, which was down modestly from 6% last year.
• Security perks compared to company revenue. According to the data surveyed, we noted a correlation between a markedly higher percentage of companies disclosing executive security perks and the size of the company’s annual revenue.
• Cost trajectory. Among the Top 100 Companies that quantified the aggregate incremental cost to the executive for personal security as compared to their 2024 proxy disclosures:
• 61% reported an increase
• Representing a median year-over-year increase of 116%.

DESCRIPTION OF EXECUTIVE SECURITY PERKS

Companies across the Top 100 Companies, the S&P 500 and the Russell 3000 Index that have included narrative descriptions of the executive security perks in proxy statements filed in 2025 predominantly framed personal security as a risk‑based, business‑driven benefit authorized by boards or compensation committees and often informed by independent third‑party assessments.

Narratives emphasize that the safety and well‑being of key leaders is a corporate priority and, given verified or credible threats and the publicity around executives in certain industries, security measures are necessary to help executives safely and efficiently perform their duties. Common security elements include:

• personal and residential protection (home security system installation, monitoring, maintenance, and security consulting for primary and secondary residences)
• digital threat prevention and monitoring (including identity theft protection and cybersecurity at home)
• provision of certified protection officers
• secure ground transportation to and from offices and events
• secure lodging
• security support during domestic and international travel for executives and, when warranted, their families.

The narrative disclosures note that executive security programs are typically developed by corporate security teams as part of enterprise risk management, updated based on ongoing assessments, and may be elective or mandatory depending on levels of risk.

Boards and compensation committees that are considering implementing or enhancing executive security should ensure a robust, well documented process, including identification of specific threat scenarios, a detailed methodology used to assess those risks, and analyzing reasonable steps taken to mitigate them. This process often involves commissioning independent threat assessments and engaging specialist third-party security consultants to provide evaluations of the security concerns applicable to company executives and to provide potential options for strengthening the security offerings available.

RECENT SEC ATTENTION ON EXECUTIVE PERKS

The focus on perks is not limited to shareholders and shareholder advisory groups, but extends to the SEC. At the June 2025 SEC Executive Compensation Roundtable, SEC Commissioner Hester Peirce published a statement questioning whether the current requirements for detailed disclosures about individual executive perks serve the purpose of providing investors with material information needed to guide their investment decisions. [5] Instead, Commissioner Peirce notes that these requirements end up producing a “laundry list” of perks that may contravene the purpose of providing helpful information to company shareholders, and instead fuel public speculation and magnify attention on the lives of executives. [6]

The possibility that the SEC will revisit disclosure requirements for executive perquisites as part of its broader review of executive compensation disclosures demands a broader reconsideration of what constitutes a “perk,” including whether expenditures for personal security belong in that category. Rather than classifying security arrangements as discretionary fringe benefits, the SEC could recognize security arrangements are in fact integrally and directly related to the performance of an executive’s duties—measures without which senior officers could not effectively and safely discharge their responsibilities. Such an approach would align with the perspective of many companies, which view executive security not as an optional add-on, but as a fundamental element of the overall remuneration package necessary to recruit, retain, and protect key leadership. [7]

Increasingly, public safety concerns are catalyzing companies to reconsider the status of their corporate security measures. Until the SEC amends the perk disclosure rules or provides interpretative guidance that reflects a different perspective on how security arrangements should be reflected, companies should continue to consider appropriate disclosure regarding the rationale for executive personal security benefits, especially when increased expenditures are expected.

A&O Shearman’s 2025 Corporate Governance & Executive Compensation Survey provides insights on significant developments and trends in the corporate governance and executive compensation space through a review of the practices of public companies across a range of key guideposts. New this year, the Survey significantly expands coverage to include data on the corporate governance and executive compensation practices of the companies included in the S&P 500 and the Russell 3000, along with the largest 100 U.S. public companies and foreign companies listed in the NYSE and Nasdaq. 

1We discussed these considerations in A&O Shearman Personal Protection: Perk or Necessity? (Dec. 12, 2024), available at https://www.aoshearman.com/en/insights/personal-protection-perk-ornecessity(go back)

2Such actions include a December 2024 charge against Express, Inc., focused specifically on the failure to adequately disclose perks provided to the company’s former CEO in its proxy statements filed for fiscal years 2019, 2020 and 2021. The undisclosed perks amounted to an aggregate value of USD979,269. In the Matter of Express, Inc., Exchange Act Release No. 101934 (Dec. 17, 2024), available at https://www.sec.gov/files/litigation/admin/2024/34-101934.pdf.(go back)

3Institutional Shareholder Services, ISS Policy Updates and Proxy Season Trends 2025, TheCorporateCounsel.net (Webcast Transcript and Course Materials) (Jan. 22, 2025)(go back)

4Glass Lewis, The Resurgence of Executive Perquisites (Apr. 24, 2025), available at https://www.glasslewis.com/article/the-resurgence-of-executive-perquisites-overview-aircraft-costs.(go back)

5Hester M. Peirce, Spare the Trees So Investors Can See the Forest: Remarks Before the Executive Compensation Roundtable (U.S. Sec. & Exch. Comm’n June 26, 2025).(go back)

6Hester M. Peirce, Spare the Trees So Investors Can See the Forest: Remarks Before the Executive Compensation Roundtable U.S. Sec. & Exch. Comm’n (June 26, 2025) available at https://www.sec.gov/newsroom/speeches-statements/remarks-peirce-executive-compensation-roundtable-062625.(go back)

7Id.(go back)

8For further insight into potential modifications to perks disclosure, see A&O Shearman’s comment letter to the U.S. Sec. & Exch. Comm’n’s Executive Compensation Roundtable (Aug. 6, 2025), available at https://www.sec.gov/comments/4-855/4855-636607-1893054.pdf.(go back)