CEO pay at America’s largest public companies rose 16%, reaching a median of more than $18 million, a Diligent report found, with competition for talent and strong performance driving increases. CCI’s Travis Bland explores how investors are scrutinizing board compensation committees and the mounting governance challenges in cutting the top dog a check.
Compensation for CEOs at America’s largest public companies climbed by 16% in just two years, reaching a median of more than $18 million, according to a report of executive compensation by GRC software company Diligent
The rise in remuneration among the leaders of S&P 500 companies is reflected across all indices. By almost no measure in the report are the salaries of top executives in decline. Put plainly, CEOs are getting paid more — much more.
What’s pushing this increase in pay is a combination of scarcity and performance, Antoinette Giblin, editorial manager of Diligent Market Intelligence, told CCI.
“One of the biggest drivers this year is intensifying competition for executive talent. Boards are navigating this while also asking CEOs to manage a broader range of risks, including supply chain disruptions, tariffs and the challenges and opportunities created by AI. Rising CEO turnover has added to the urgency,” Giblin said. “Strong market performance has also played an important role. Total shareholder returns reached notable highs for both the S&P 500 and the Russell 3000 in recent years, which has influenced executive compensation outcomes.”
The rise in CEO pay underpins a growing tension among suspicious shareholders and the directors who decide the top dogs’ salaries, a standoff that could further escalate if the SEC follows through on plans to diminish investors’ ability to have their word on compensation by nixing advisory “say on pay” votes. If shareholders’ voices are silenced, they’re likely to take their frustrations out on board pay committees, meaning rising CEO pay, investor dissatisfaction and SEC changes could result in governance processes at large public companies being altered or at least feeling added pressure, experts suggest.
“CEO pay is no longer simply a question of how much executives are paid,” Giblin said. “It is increasingly tied to global competition, strategic complexity, and the quality of governance. For boards, the most defensible pay plan is one investors can understand: what it rewards, why it is appropriate and how it supports the company’s strategy.”
Rising pay & rising tension
From 2023 to 2025 CEO median total pay at S&P 500 companies rose from $15.68 million to $18.23 million, Diligent’s analysis found. Among Russell 3000 companies, pay went from a median of $6.51 million in 2023 to $7.44 million by 2025, a 14% increase.
As part of CEO turnover, which climbed by 29% from 2023 to 2025, and businesses competing for leadership talent, sign-on bonuses helped drive rising compensation, according to the report. The average sign-on bonus at S&P 500 companies reached $3.7 million in 2025, a six-year high and up from $2.4 million in 2023.
The report highlighted an inducement award for software company Procore Technologies’ new CEO. Almost 37% of shareholders in their say-on-pay vote pushed against the award, noting it was “‘nearly four times the value of the total median pay for peer CEOs.’”
That vote and percentage of dissatisfaction highlights the scrutiny investors are giving board compensation committees when it comes to sign-on bonuses. That same shareholder scrutiny applies to overall pay doled out by directors in charge of the CEOs’ checks. Compensation committees averaged about 95% investor support during the first half of 2026, the report said, and say-on-pay votes by investors aligned with compensation committees 90.1% of the time in 2026, up a hair from 89.6% in 2025. But those high percentages don’t mean investors aren’t concerned about rising CEO pay. In fact, compensation chairs have emerged as key targets in activist investor campaigns, Diligent reported.
“The non-binding ‘say on pay’ vote gives investors a way to raise concerns about executive compensation. Common concerns include a lack of alignment between pay and performance, excessive pay levels and inadequate disclosure,” Giblin said. “Recent proxy seasons have also shown that investors may turn their attention to the compensation committee, and especially its chair, when they believe their concerns have not been addressed.”
The SEC might be about to make that investor attention much more intense.
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Read moreDetailsSay on pay may go away
Earlier this year, the SEC proposed changes for disclosures of public companies. One of the proposals would eliminate say-on-pay votes for roughly 80% of listed entities.
If the commission does take away that ability, “investors argue that shareholders would lose an important right to express their views on executive pay,” Giblin said.
While a say-on-pay vote is nonbinding, it’s a meaningful megaphone for investors to make their discontent known, and the vote acts as a shield from directly blaming compensation committees when shareholders are unhappy with executive pay. In a comment on the commission’s proposal, the California Public Employees’ Retirement System cautioned that the move would “significantly undermine governance” and “increase the risk of fraud.”
If say on pay goes away, compensation committee directors and chairs in particular may find themselves with some extra free time when activist shareholders are through with them, Giblin said.
“Investors already hold compensation committee directors accountable for pay decisions and outcomes,” Giblin said. “Advisers indicate that, without the ‘say on pay’ vote, those directors would lose an important protective buffer and could face even greater scrutiny when standing for reelection.”
Travis Bland is a contributing editor for Corporate Compliance Insights. He has been a journalist for more than a decade. He was named the South Carolina Journalist of the Year by the South Carolina Press Association in 2020. 
