What is executive compensation?
Executive compensation is the total pay package provided to top corporate officers, including salary, bonuses, stock awards, option awards, non-equity incentive plan compensation, pension benefits, and other perks. Public companies must disclose this information annually in SEC proxy statements (DEF 14A filings for US companies, 20-F for foreign private issuers).
How is CEO pay calculated?
CEO compensation typically consists of multiple components: base salary (fixed annual amount), annual bonuses (performance-based cash), stock awards (RSUs that vest over time), stock options (right to buy shares at a set price), non-equity incentive compensation (performance bonuses), pension value changes, and other compensation (perks, insurance, etc.). The Summary Compensation Table (SCT) in proxy statements breaks down each component for the CEO and other top executives.
What is the Summary Compensation Table (SCT)?
The Summary Compensation Table is a standardized table required by the SEC in proxy statements that discloses the compensation of the CEO, CFO, and the three other highest-paid executive officers. It shows detailed breakdowns including salary, bonus, stock awards, option awards, non-equity incentive plan compensation, change in pension value, and all other compensation. Companies must report this data for the current fiscal year and the two preceding fiscal years.
What is Say on Pay?
Say on Pay is a non-binding shareholder vote on executive compensation practices, required by the Dodd-Frank Wall Street Reform Act. Public companies must hold this advisory vote at least once every three years, allowing shareholders to approve or disapprove of the compensation paid to named executive officers. While the vote is non-binding, companies must disclose the results and explain how they considered the outcome.
What is Compensation Actually Paid (CAP)?
Compensation Actually Paid (CAP) is a disclosure requirement that adjusts traditional Summary Compensation Table figures to show the actual value executives received. It accounts for changes in stock prices, vesting of equity awards, and other factors that affect realized compensation. CAP provides a more accurate picture of what executives actually earned versus what was reported in the SCT, and is now required in Pay versus Performance disclosures.
Where does rentseek.ing get its data?
All compensation data on rentseek.ing is extracted directly from official SEC EDGAR filings, specifically DEF 14A proxy statements (for US companies) and 20-F annual reports (for foreign private issuers). We parse these public documents using automated extraction technology combined with manual verification to ensure accuracy. Data is updated as companies file their annual proxy statements, typically between March and May each year.
How often is compensation data updated?
Compensation data is updated as companies file their annual proxy statements with the SEC. Most companies file proxy statements in March through May, in advance of their annual shareholder meetings. Once a filing is published on SEC EDGAR, we process and update the data within 24-48 hours. You can see the filing date for each company's data on their respective pages.
What is the CEO pay ratio?
The CEO pay ratio is a disclosure requirement that compares the CEO's total compensation to the median employee's total compensation at the company. For example, a ratio of 250:1 means the CEO earns 250 times what the median employee earns. This disclosure has been required since 2017 under the Dodd-Frank Act and helps contextualize executive pay relative to the broader workforce.
What is the difference between stock awards and option awards?
Stock awards (typically Restricted Stock Units or RSUs) give executives actual shares that vest over time based on continued employment or performance targets. They have immediate value upon vesting. Option awards give the right to buy shares at a predetermined price (strike price) in the future. Options are only valuable if the stock price rises above the strike price, while stock awards retain some value even if the stock price declines.
What is a proxy statement (DEF 14A)?
A proxy statement (officially called a DEF 14A or Schedule 14A) is an SEC filing that provides shareholders with information needed to vote on matters at the annual shareholder meeting. It includes detailed executive compensation disclosures, information about board members and their compensation, corporate governance practices, proposals for shareholder votes, and other material information. The 'proxy' refers to the mechanism allowing shareholders to vote without attending the meeting in person.
What is Item 402 executive compensation disclosure?
Item 402 of SEC Regulation S-K specifies the requirements for executive compensation disclosure in proxy statements. It mandates the Summary Compensation Table, Compensation Discussion & Analysis (CD&A), grants of plan-based awards tables, outstanding equity tables, option exercises and stock vested tables, pension benefits, and Pay versus Performance disclosures. Item 402 ensures standardized, comparable compensation reporting across all public companies.
What are non-equity incentive plan awards?
Non-equity incentive plan awards are performance-based cash bonuses tied to achieving specific financial or operational targets (revenue goals, earnings targets, market share objectives, etc.). Unlike stock-based compensation, these are paid in cash rather than equity. They're typically annual bonuses but can also include multi-year performance awards. The targets and payout formulas are usually described in the Compensation Discussion & Analysis section of the proxy statement.