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Start with a company’s latest annual proxy statement, usually filed with the SEC as DEF 14A. Find its Summary Compensation Table (SCT) for the headline reported figures, then read the Compensation Discussion and Analysis (CD&A), the detailed award tables and their footnotes. If you want to compare pay with company performance, use the separate Pay Versus Performance disclosure. These sections measure different things: an SCT total is not necessarily cash an executive received.
Where to find executive pay disclosures
The U.S. Securities and Exchange Commission says, “The easiest place to look up information on executive pay is probably the annual proxy statement.” Its Executive Compensation investor guidance identifies the annual proxy as the most convenient likely starting point. Search the SEC’s company filings for the issuer and look for its definitive proxy statement, commonly labeled DEF 14A.
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A Form 10-K, registration statement or Form 8-K may also contain compensation information, but a 10-K may refer readers to the proxy instead of reproducing the full disclosure. If the filing you opened points to a proxy, use that document for the detailed compensation tables.
Read the filing in a useful order
- Open the latest annual DEF 14A. Confirm that it is the issuer’s definitive proxy statement and note its filing date.
- Check the fiscal year and executive names. Read the labels above the tables and their notes. Fiscal years may not match calendar years, and the named executive officers (NEOs) can change from one filing to another.
- Start with the Summary Compensation Table. Use it to see the reported compensation categories and total for each covered executive and year.
- Read the CD&A. This narrative explains the company’s stated compensation program, objectives and decision criteria.
- Follow the detailed tables that fit your question. Look at grants, outstanding equity, vesting or exercises, deferred compensation, pension information and potential termination or change-in-control payments as relevant.
- Open Pay Versus Performance for a performance comparison. It is a separate disclosure with its own prescribed compensation measure and performance indicators.
What the main sections tell you
| Section | What it shows | How to use it |
|---|---|---|
| Summary Compensation Table (SCT) | Reported compensation categories and total for covered NEOs. SEC guidance describes the table as covering the CEO, CFO and three other most highly compensated executive officers for the past three fiscal years. | Use it as the top-level summary. Check the table’s year labels and footnotes before comparing executives or issuers. |
| Compensation Discussion and Analysis (CD&A) | The company’s account of material features of its executive compensation program and its decisions. | Use it to understand the issuer’s stated objectives and incentive design. The narrative is the company’s explanation, not proof that pay caused a particular result. |
| Grants of Plan-Based Awards and equity tables | Information about awards made, outstanding equity, options exercised and stock vested, with additional detail in footnotes. | Distinguish an award’s grant or accounting value from unvested holdings and value at vesting or exercise. |
| Pay Versus Performance | A separate table of SCT total compensation and a prescribed “executive compensation actually paid” measure, alongside specified performance measures. | Use it for the disclosure’s defined comparison, not as a synonym for cash received or the SCT total. |
| CEO pay ratio | A separate disclosure comparing CEO compensation with employee compensation under the applicable reporting method. | Treat it as context; it does not replace the SCT or break down the CEO’s compensation components. |
Why the SCT total is not necessarily take-home pay
The SCT combines categories reported under SEC disclosure rules. Depending on the executive and year, its total can include salary, stock and option award values, pension-related amounts and other compensation. Stock and option values reported in the table are based on amounts recognized for financial-statement reporting purposes; pension values can reflect actuarial changes. These figures do not automatically equal cash paid to the executive in that year.
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Keep the stages of equity compensation separate. A grant is not the same as an award’s reported accounting value; an outstanding unvested award is not the same as shares that vested or options exercised. SEC staff interpretations explain how equity values are reported in the SCT versus the Grants of Plan-Based Awards Table, including the relevance of the fiscal year in which an award was made. Use the applicable table notes rather than adding figures from different tables as if they were independent cash payments.
How to read Pay Versus Performance
SEC rules under Item 402(v) call for a distinct Pay Versus Performance (PVP) disclosure. The SEC’s Pay Versus Performance fact sheet describes a table covering the registrant’s five most recently completed fiscal years for a fully phased-in registrant. It shows SCT total compensation and the prescribed “executive compensation actually paid” measure for the principal executive officer, plus an average for other NEOs, alongside performance measures.
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The required measures include the registrant’s total shareholder return (TSR), peer-group TSR, registrant net income and a 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 be included in that list. Read the selected measures and peer group as issuer-specific details, not as a universal set for comparing every company.
Despite its label, the prescribed “actually paid” figure is a defined regulatory measure, not a tally of cash an executive took home. The table is intended to show required relationships over the covered period; it does not establish that compensation caused the company’s performance.
Who reports it and when
The SEC fact sheet says the PVP requirements apply to reporting companies except foreign private issuers, registered investment companies and emerging growth companies. Smaller reporting companies may provide scaled disclosures. The fact sheet states that compliance begins in relevant proxy or information statements for fiscal years ending on or after December 16, 2022, with scaled transition requirements for smaller reporting companies. Check the current rule text and issuer status before drawing a legal or compliance conclusion.
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Before comparing executives or issuers, align the measures, periods and roles. A reported total for one fiscal year is not directly comparable to a different measure or reporting period.
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- Compare the same fiscal years, accounting for companies whose fiscal years differ from the calendar year.
- Compare SCT total with SCT total, or PVP’s prescribed compensation-actually-paid measure with the same measure.
- Check whether the executives have equivalent roles and whether the NEO groups cover the same scope.
- Separate equity grants and accounting values from outstanding awards, vesting and realized outcomes.
- Read the CD&A, table footnotes, PVP-selected measures and peer groups to understand what each issuer reports and how it frames its decisions.
Example: Oracle’s 2026 proxy
Oracle’s 2026 DEF 14A, published September 25, 2026, illustrates how much detail sits beyond the headline table. Its contents place CD&A before the Fiscal 2026 SCT, followed by plan-based awards, outstanding equity, options exercised and stock vested, deferred compensation, potential termination or change-in-control payments, CEO pay ratio and PVP.
The proxy says Oracle’s fiscal 2026 began June 1, 2025, and ended May 31, 2026. Its sequence is a practical reminder to use each issuer’s own table of contents and fiscal-year labels rather than relying on universal page numbers or assuming that “2026” means the calendar year.
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