An Early Look at Trends From Proxy Season 2025

In anticipation of the 2025 proxy season, publicly traded companies are actively preparing their proxy statements (DEF 14A) for submission to the Securities and Exchange Commission (SEC). These proxy statements, which contain key information pertaining to executive compensation, corporate governance practices and shareholder voting matters, will be presented and discussed at their respective annual shareholder meetings. This particular analysis focuses on 113 Equilar 500 companies (the 500 largest U.S. public companies based on revenue) that filed their latest proxy statements with the SEC by March 4, 2025 and offers early trends within executive compensation disclosures.

In recent years, chief executive officer (CEO) compensation has been shaped by a confluence of factors. Overall pay has increased due to macroeconomic conditions, including the ongoing inflation and the potential for a recession. The demanding nature of the CEO role and the challenge of retaining top talent have further contributed to this trend. This five-year pay study, beginning in 2020 during the heart of the COVID-19 pandemic, tracks the changes in CEO and median employee compensation, as well as gender pay gaps.

For companies within the Equilar 500, the median total direct compensation for CEOs increased from $12 million in 2020 to $15.3 million in 2023. Based on proxy statements submitted so far, the median CEO total direct compensation for 2024 is $16.5 million, representing a 7.8% increase from 2023 and a substantial 37.5% increase from 2020.

The Equilar 500 data shows that CEO pay ratios have increased along with CEO total direct compensation. Overall, Equilar 500 companies experienced a substantial 48.5% increase in the median pay ratio from 2023 to 2024, moving the ratio from 206:1 to 306:1. Significant increases were also seen in the 25th and 75th percentile pay ratios. This means that while CEO compensation is rising, pay for employees in lower-level positions has not increased at the same rate.

It is important to note that the primary component of CEO compensation is stock awards, which are not realized until a future date. This is in contrast to the median employee, who is paid primarily a salary and bonus. Nevertheless, the rise in the CEO pay ratio is significantly influenced by the decline in median employee compensation in 2024. The data shows a 21.4% drop from $72,900 to $57,299 in 2024 already, and the 75th percentile illustrates a 22.7% decrease from $112,530 to $86,954. This significant reduction in employee compensation further widens the gap between CEO and employee pay. While the current 2024 figures represent only a small portion of companies, they offer a strong indication of the trends to expect as more proxy statements are filed.

Pay inequality is evident not only in the disparities between employees and executives but also in the discrepancies between men and women at the chief executive level. Over the period from 2020 to 2024, both male and female CEOs have experienced a fluctuation in compensation. In 2022, female CEOs saw their total direct compensation reach a study-high of $15.8 million, exceeding the $14 million earned by their male counterparts. However, preliminary data for 2024 indicates a decline in female CEO compensation to $14.9 million, while male CEO compensation rose to $16.7 million.

This preliminary analysis offers an early look at CEO compensation trends among Equilar 500 companies. As the 2025 proxy season continues and more 2024 data is gathered, we will gain a more complete and accurate picture of CEO compensation trends. The trends identified in this analysis are likely to change as additional information becomes available.

Courtney Yu, Director of Research at Equilar, provided the data and analysis for this post.