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Repair Windows errors before they cause bigger problemsFix Now →Scan for outdated or missing drivers - takes under a minuteDriver Scan →To compare executive compensation at public companies, start with each company’s annual proxy statement: use the Summary Compensation Table (SCT) for a reported-pay baseline, the Compensation Discussion and Analysis (CD&A) to understand how the program works, and the pay-versus-performance table as a second view. No single headline total tells you what an executive received in cash, what awards may eventually vest, or whether pay caused company performance.
Where to find executive compensation in a proxy statement
The annual proxy statement is usually the most direct place to find executive-pay disclosures. The SEC says the proxy is the easiest place to look up this information; a Form 10-K or registration statement may also include it or refer you to the proxy. The SEC calls the SCT the “cornerstone” of required executive-compensation disclosure. SEC: Executive Compensation
Search the filing for these section titles:
- Compensation Discussion and Analysis
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits and Nonqualified Deferred Compensation
- Potential Payments Upon Termination
- Pay Versus Performance
Start with the Summary Compensation Table
The SCT reports compensation for the CEO, CFO, and the three other most highly compensated executive officers—known as named executive officers—for the past three fiscal years. Record the CEO and each other named executive officer separately rather than relying only on a company-wide average.
For each person and year, note the total and its components, where shown: salary, bonus, stock awards, option awards, non-equity incentive-plan compensation, changes in pension value or nonqualified deferred-compensation earnings, and all other compensation. Read the table’s footnotes and the detailed award disclosures alongside it.
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The SCT is an accounting-based baseline, not a statement of cash received or a complete account of pay earned. Stock and option awards may be recorded at grant-date fair value, while vesting, exercise, and eventual value realization may occur in other periods. A large reported total can therefore reflect the timing and valuation of equity awards rather than cash paid in that year.
Read the CD&A to understand how pay is designed
The CD&A explains material elements of the compensation program and the company’s rationale. Before drawing conclusions from totals, extract the details that make the pay plan interpretable:
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- The company’s stated compensation philosophy and who makes compensation decisions
- How targets are set, including the role of consultants and the peer group
- Annual and long-term incentive measures, their weights, and performance periods
- Target opportunity, payout ranges or curves, actual outcomes, and any discretion
- How awards are valued and how the company defines its performance metrics
Keep target opportunity distinct from actual payout. Also distinguish a company’s explanation of its philosophy from independent evidence: a stated goal of linking pay to performance does not establish that pay caused a particular result.
For example, ADP’s 2026 proxy describes annual cash-bonus measures separately from multi-year performance share unit measures and explains that its peer group is used to benchmark pay and performance. That is an illustration of the context a CD&A can provide, not a template or benchmark for other companies. ADP 2026 proxy statement
Use the pay-versus-performance table as a second view
SEC rules require a pay-versus-performance disclosure under Item 402(v). The table places SCT total compensation beside a rule-defined measure called “compensation actually paid,” or CAP. It also presents company cumulative total shareholder return (TSR), peer-group TSR where required, net income, and a company-selected measure for registrants other than smaller reporting companies. The required table uses a fixed initial investment of $100 for the TSR presentation. Smaller reporting companies have scaled disclosure requirements. SEC staff compliance guide to pay-versus-performance disclosure
For non-smaller reporting companies, the table shows the principal executive officer’s amounts and the average amounts for the other named executive officers. The rules call for five fiscal years once phased in; smaller reporting companies provide three years. Non-smaller reporting companies also identify three to seven financial performance measures in a required tabular list. The SEC staff guide describes the phase-in and requirements as of October 11, 2022; confirm the current rule and the specific issuer’s filing when applying them.
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What “compensation actually paid” means
CAP is not necessarily cash received, a simple realized-pay total, or the exact value an executive earned during the year. It starts with SCT total and applies prescribed adjustments, including adjustments involving pension values and equity awards. ServiceNow’s 2026 proxy cautions that its calculation reflects changes in the fair value of equity awards and does not show the precise amounts earned or paid during the displayed years. ServiceNow 2026 proxy statement
Use CAP to compare the SEC’s standardized measure across the years shown, then consult award, vesting, and exercise disclosures if your question is what was realized or paid. Do not substitute CAP for those more specific measures.
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Before comparing figures, check that the companies and periods make sense together. A focused comparison can be organized around these axes:
- Company fit: Consider industry, scale, workforce, and business model. Companies in different markets or at very different scales may have pay structures that are difficult to compare directly.
- Role and population: Compare each CEO or principal executive officer separately, and distinguish that figure from the average for non-CEO named executive officers. Check whether the named officers changed between years.
- Fiscal years and award periods: Align fiscal years. Identify annual versus multi-year awards and note when the performance period differs from the year in which an amount appears.
- Pay concept: Keep SCT grant-date accounting values distinct from CAP and from vesting, exercise, or realized value disclosed elsewhere.
- Pay mix and plan design: Compare salary, annual cash incentive, equity, pension or deferred benefits, and other compensation. Record metrics, weights, goals, payout ranges, performance periods, and discretion.
- Performance outcomes: Read company and peer TSR, net income, and the company-selected measure alongside the disclosed award outcomes. Record whether company metrics are GAAP or adjusted/non-GAAP and how each is defined.
- Benchmarking: Review the peer group’s composition, selection rationale, and changes. The company’s chosen peer group may differ from the set an outside investor would consider comparable.
What the tables can—and cannot—tell you
Pay-versus-performance disclosure is useful for seeing how several measures move together, but a relationship in the table does not prove that compensation caused a share-price or earnings outcome. Nor does a company’s stated design philosophy establish that pay was appropriate. The filing documents reported figures, plan design, and company explanations; interpreting them still requires business and role context.
Item 402(v) was adopted by the SEC in 2022 under Exchange Act Section 14(i). The staff guide says the amendments became effective October 11, 2022, and apply to proxy or information statements required to include Item 402 disclosure for annual meetings for fiscal years ending on or after December 16, 2022. That guide is a staff summary, not a substitute for the rule text. For an investment, legal, or governance decision, review the issuer’s actual filing, footnotes, applicable rule, and company-specific circumstances.
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