How to Research Executive Compensation in SEC Filings
February 20, 2026
Where Executive Compensation Is Disclosed
Executive compensation is primarily disclosed in two places. The annual proxy statement (DEF 14A) contains the most comprehensive disclosure, including the Compensation Discussion and Analysis (CD&A) and the Summary Compensation Table. The annual 10-K also contains executive compensation disclosure in Part III, though many companies incorporate by reference to the proxy statement rather than repeating the information.
The Summary Compensation Table
The Summary Compensation Table is the centerpiece of executive pay disclosure. It covers the five most highly compensated executive officers and shows their total compensation broken down into:
- Salary: Fixed annual cash compensation
- Bonus: Discretionary cash bonus
- Stock Awards: Value of restricted stock or RSUs granted during the year
- Option Awards: Fair value of stock options granted
- Non-Equity Incentive Plan Compensation: Performance-based cash awards
- All Other Compensation: Perquisites, retirement contributions, and other benefits
Evaluating Pay for Performance
The critical question isn't how much executives are paid — it's whether pay correlates with shareholder returns. The CD&A section describes the performance metrics used to determine bonuses and long-term incentive grants. Watch for metrics that are easily achieved, frequently redefined, or disconnected from stock performance. Companies where CEO pay has grown while total shareholder return has lagged deserve scrutiny.
The CEO Pay Ratio
Since 2018, companies are required to disclose the ratio of CEO compensation to median employee compensation. This disclosure provides context for evaluating internal pay equity and labor cost structure, though comparisons across industries require caution.
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