Start with the company’s latest annual proxy statement, usually filed with the SEC as DEF 14A. Find its Summary Compensation Table (SCT) for the top-level reported figures, then use the Compensation Discussion and Analysis (CD&A), award tables, footnotes and Pay Versus Performance disclosure to understand what those figures mean. An SCT total is not necessarily cash an executive received.
Find the company’s annual proxy statement
Search the SEC’s company filings for the issuer and look for its definitive proxy statement, commonly labeled DEF 14A. The SEC says, “The easiest place to look up information on executive pay is probably the annual proxy statement.” (U.S. Securities and Exchange Commission, Executive Compensation, page modified January 4, 2007.) The SEC also identifies Form 10-K, registration statements and Form 8-K among filings that can contain compensation information, but a 10-K or registration statement may refer readers to the proxy instead of repeating the full disclosure.
Open the filing and use its contents page or search within the document for “Summary Compensation Table.” Do not rely on page numbers from another company’s proxy: disclosures are organized differently. For example, Oracle’s 2026 DEF 14A, published September 25, 2026, organizes its compensation disclosures across separate sections and tables. (Oracle 2026 DEF 14A.)
Check the reporting period and named executives
Before comparing figures, confirm the fiscal year and the executives covered. The SEC describes the SCT as covering the CEO, CFO and three other most highly compensated executive officers for the past three fiscal years; read the specific filing’s labels and notes to establish who appears and which years are shown. Officer rosters can change, and an issuer’s fiscal year may not match the calendar year.
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Oracle’s 2026 proxy, for instance, says its fiscal 2026 began June 1, 2025 and ended May 31, 2026. That is why the filing’s stated reporting period—not the year in the proxy’s title—should guide comparisons.
Read the Summary Compensation Table as a reported measure
The SCT is the starting summary and, as the SEC describes it, the cornerstone of required executive compensation disclosure. Its categories and total bring together several kinds of reported compensation. They do not necessarily show cash paid or value ultimately realized: stock and option award amounts can reflect accounting values, while pension-related amounts can reflect actuarial changes.
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SEC staff guidance says the SCT reports the dollar amount recognized for financial statement reporting purposes for stock and option awards. A separate Grants of Plan-Based Awards Table follows the fiscal year in which the award was made. The grant, its reported accounting value, an unvested award, and value realized when shares vest or options are exercised are distinct measures. Consult the notes and relevant tables rather than adding or comparing figures without reconciling them. (SEC staff interpretations on executive compensation disclosure.)
Use the CD&A to understand the company’s explanation
The CD&A explains material elements of the company’s executive compensation program. Read it for the issuer’s stated objectives, decision criteria, incentive design and account of how management or the compensation committee made decisions. It tells you how the company describes its policy and choices; by itself, that explanation does not establish that compensation caused particular business results.
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After the summary and narrative, use the detailed disclosure that matches the issue you are investigating. A proxy may include tables and explanations covering:
- Plan-based awards and grants: awards made during the reporting period and related details.
- Outstanding equity: awards still held at fiscal year-end, including shares that may remain unvested.
- Options exercised and stock vested: activity and value associated with vesting or exercise, rather than simply the value reported when an award was granted.
- Deferred compensation and pension plans: amounts and arrangements that are separate from salary or current cash compensation.
- Termination or change-in-control payments: potential payments under specified circumstances, not necessarily amounts actually paid.
- Contracts and related arrangements: employment terms and other compensation arrangements described by the issuer.
Use each table’s headings and footnotes to distinguish the event, period and valuation method being reported. The SEC identifies disclosures on stock options and stock appreciation rights, long-term incentive plan awards, pension plans, and employment contracts and related arrangements as part of executive-compensation reporting.
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Understand what Pay Versus Performance does—and does not—show
Pay Versus Performance is a separate disclosure under Item 402(v), not another name for the SCT. The SEC’s fact sheet describes a table covering the registrant’s five most recently completed fiscal years for a fully phased-in registrant. It presents SCT total compensation and a prescribed “executive compensation actually paid” measure for the principal executive officer, plus an average for other named executive officers, alongside specified performance measures. “Actually paid” is a defined regulatory measure, not a synonym for cash received.
The required performance measures include registrant total shareholder return (TSR), peer-group TSR, registrant net income and one company-selected financial measure. The issuer also describes relationships between compensation and those measures, and lists three to seven financial performance measures it considers most important; qualifying nonfinancial measures may appear in that list. Because the selected measure and peer group are issuer-specific, read those details when comparing companies. The disclosure presents a prescribed comparison; it does not prove that pay caused performance.
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The SEC fact sheet says the requirements apply to reporting companies other than foreign private issuers, registered investment companies and emerging growth companies; smaller reporting companies have scaled disclosure and transition treatment. It describes compliance beginning in relevant proxy or information statements for fiscal years ending on or after December 16, 2022. These are the fact sheet’s stated requirements; check current rule text and the issuer’s status before making a legal or compliance judgment. (SEC Pay Versus Performance fact sheet.)
Keep the CEO pay ratio in its proper context
The CEO pay ratio is a separate proxy disclosure. It can provide context about the ratio between CEO compensation and employee compensation, but it does not replace the SCT or break down the CEO’s compensation components. Oracle’s 2026 proxy lists the ratio separately from both the SCT and Pay Versus Performance.
Compare companies on a like-for-like basis
A useful comparison keeps the measure, time period and scope consistent. Before drawing conclusions, check:
Quick Recap
- Fiscal years: compare the same issuer fiscal years, not just matching calendar labels.
- Table and measure: compare SCT total with SCT total, or the prescribed compensation-actually-paid measure with the same measure.
- Roles and officer scope: confirm equivalent roles and which named executives are included.
- Pay mix and timing: distinguish equity grants and accounting values from vesting, exercise or realized outcomes, and note the period each covers.
- Performance context: review the issuer’s selected measures, peer group and explanation rather than assuming those choices are identical across companies.
- Footnotes: use them to identify definitions, valuation details and exceptions that affect interpretation.
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