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Freedom251 › Blog › CEO pay ratio

How to Find Executive Pay and Median Employee Pay in a Company’s Proxy Statement

By Freedom251 Team · · 12 min read

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Open the company’s latest definitive proxy statement, usually filed with the SEC as DEF 14A. Under Executive Compensation, use the CEO or principal executive officer (PEO) row in the Summary Compensation Table and read its Total column. Then search the same filing for Pay Ratio, CEO Pay Ratio, or median employee to find the median employee’s annual total compensation and the company’s CEO-to-median ratio. Read the methodology and footnotes before comparing the figures with another company.

What you are looking for

A proxy statement can contain several compensation figures that look similar but answer different questions. For a U.S. public company, the fastest route is to separate the task into two disclosures:

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  • Named executive pay: the Summary Compensation Table (SCT), generally presented within Executive Compensation.
  • Median employee pay and the pay ratio: a separate disclosure required under the executive-compensation rules, usually headed Pay Ratio, CEO Pay Ratio, or Median Employee.

The SCT gives reported compensation for named executive officers (NEOs), including the CEO or PEO, for the last three completed fiscal years. The pay-ratio section gives the median of annual total compensation for employees other than the PEO, the PEO’s annual total compensation as calculated for that rule, and the resulting ratio.

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Do not assume that every number labeled “total compensation” is cash paid, or that every pay ratio is calculated on the same basis. The filing’s notes explain the company’s definitions, assumptions, employee population and estimates.

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Step 1: Open the correct proxy statement

Find the definitive filing

Search the company’s investor-relations site or the SEC’s filing records for the company name plus DEF 14A or proxy statement. A definitive proxy is the version used for the company’s shareholder meeting. Companies can publish preliminary and definitive proxy materials, so confirm that the document is marked definitive before extracting figures.

Use the latest filing available for the question you are answering, but record the fiscal year covered. A proxy filed during a calendar year often reports compensation for the preceding fiscal year. The filing date and the compensation year are therefore not necessarily the same.

Choose a searchable format

The SEC’s HTML filing is usually easiest to search and copy from. A PDF supplied by the company can also work well if its text is selectable. Use the document’s table of contents when available, then use the browser or PDF search command to locate the relevant headings.

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  • Search for Executive Compensation to reach the executive-pay section.
  • Search for Summary Compensation Table to jump directly to the main executive-pay table.
  • Search for Pay Ratio, CEO Pay Ratio, or median employee for the employee-pay disclosure.

Save the filing date, fiscal year, company name and document version with your notes. Those details prevent you from mixing a prior year’s executive table with a current year’s ratio.

Step 2: Read the Summary Compensation Table for executive pay

Locate the CEO or PEO row

Within Executive Compensation, find the Summary Compensation Table required by Item 402(c) of Regulation S-K. The table lists the company’s named executive officers, which can include the chief executive officer, other current or former executives and the officers designated for disclosure under the rule.

Identify the row for the CEO. The filing may call that person the principal executive officer or PEO. If the company had more than one PEO during the reported period, read the filing’s explanation and identify which row or rows correspond to the period you are studying.

Use the Total column, not one component

The SCT normally separates compensation into several columns. The exact layout can vary, but the categories include:

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Column or category What it represents in the filing How to use it
Salary Reported salary for the fiscal year Use it when analyzing fixed cash salary, not as the executive’s complete compensation.
Bonus Bonus compensation reported in the table Check notes for the reason and timing of the payment.
Stock awards Value of stock awards reported under the SEC disclosure rules Do not automatically treat the reported value as cash received.
Option awards Value assigned to option awards under the required reporting method Read the footnotes for vesting, valuation and award details.
Non-equity incentive plan compensation Amounts from incentive plans that are not equity awards Distinguish annual incentive amounts from long-term equity compensation.
Change in pension value and nonqualified deferred compensation earnings Required pension and deferred-compensation amounts These can affect the total even though they are not current salary.
All other compensation Other reportable compensation items Read the footnote breakdown rather than assuming it is a single payment.
Total The SCT’s combined reported compensation measure Use the CEO/PEO row’s Total column when reporting SCT executive pay.

The Total is the appropriate starting figure for “reported executive compensation” under the SCT. Copy the number exactly as shown, including the fiscal year and currency, and retain any footnote symbols attached to the row.

Read the footnotes immediately

Footnotes can explain a promotion, a change in role, a grant-date valuation, a one-time award, a sign-on payment, a departure, or another event that changes how the total should be interpreted. They can also explain why two executives’ totals are not directly comparable even when the columns have the same labels.

If you are making a multi-year chart, keep each year tied to the same table definition and identify any executive who served for only part of a year. Do not silently combine a partial-year total with a full-year total.

Step 3: Find median employee pay and the CEO pay ratio

Search for the required disclosure

Return to the same proxy and search for Pay Ratio, CEO Pay Ratio, or median employee. The section is often near Executive Compensation, but its exact location and heading vary by issuer.

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Under Item 402(u), the company discloses the median of annual total compensation for employees other than the PEO, the PEO’s annual total compensation for this calculation and the ratio between them. Record all three elements when they are shown:

  • The identity or description of the median employee, if provided.
  • The median employee’s annual total compensation.
  • The PEO’s annual total compensation used for the ratio.
  • The ratio and the direction in which it is stated.

Confirm which way the ratio runs

A company may describe the result as “CEO-to-median” or use a sentence such as “the CEO’s annual total compensation was X times that of the median employee.” Another issuer could label the relationship differently. Never infer the direction from the number alone. Copy the company’s wording and identify the numerator and denominator in your notes.

For example, a statement that the CEO-to-median ratio is 180:1 means the PEO figure is the numerator and the median employee figure is the denominator. If a filing instead presents a median-to-CEO relationship, the interpretation is reversed. The labels matter when comparing companies.

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Do not substitute the SCT total without checking the ratio section

The PEO amount in the pay-ratio calculation may not be presented in exactly the same place or format as the SCT total. Use the amount the company identifies for Item 402(u), and explain any difference from the SCT figure rather than replacing one with the other.

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Why pay ratios are not automatically comparable

The SEC rules give companies flexibility in identifying the median employee and calculating annual total compensation. As a result, two companies can publish different ratios even when their workforces and executive-pay practices appear similar.

Check the employee population

Read whether the company included its worldwide workforce or excluded certain categories of workers permitted by the rule. Look for the determination date, employee count and treatment of non-U.S. employees. A company with a large international workforce can reach a different median depending on which employees are included.

Check the compensation measure used to identify the median

A company may select a consistently applied compensation measure to identify the employee near the middle of its workforce. The measure might rely on payroll or other compensation data rather than calculating full annual total compensation for every employee. After identifying the median employee, the company calculates annual total compensation under the required framework.

The filing must briefly describe its method and material assumptions, adjustments and estimates. Read whether it used currency conversion, cost-of-living adjustments, annualization for permanent employees who worked only part of the year, or other stated adjustments.

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Check sampling and estimates

The rules allow employee sampling and other reasonable methods. A company may estimate components of compensation when necessary. Those choices can affect which employee is selected as the median and the resulting pay ratio. Treat the ratio as the issuer’s disclosure under its stated method, not as a standardized wage statistic.

Check whether the median employee was reused

A company generally may use the same median employee for up to three years if it reasonably believes that changes in employee population or compensation arrangements have not significantly affected the ratio. If significant changes are expected, it must re-identify the median employee. Read the filing to determine whether the current ratio uses a newly selected employee or a previously identified one.

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Comparison question What to record from each proxy Why it matters
Fiscal period Fiscal year for the executive figures and ratio A filing date alone does not establish the compensation year.
Ratio direction CEO-to-median or median-to-CEO, including labels The same numeric relationship can be described in opposite directions.
Workforce scope Included employees, exclusions and non-U.S. treatment A different population produces a different median.
Median-selection measure Compensation measure, determination date and sampling method Selection methods are not identical across issuers.
Adjustments and estimates Currency, cost-of-living, annualization and other assumptions Adjustments can change the selected median or its compensation.
Median reuse Whether the same employee was reused or re-identified Population or pay changes can make a reused employee less representative.

Keep “total compensation” separate from “compensation actually paid”

Proxy statements can contain another prominent executive-pay figure in the Pay Versus Performance disclosure. This section uses a defined “compensation actually paid” or CAP calculation under Item 402(v). CAP is not interchangeable with the SCT’s Total column, and the label does not necessarily mean cash received or economic value realized.

NVIDIA’s 2026 proxy illustrates the distinction. Its Fiscal 2026 Summary Compensation Table reports a CEO total of $36,343,830. The same proxy reports CEO “compensation actually paid” of $162,180,936. NVIDIA explains: “Amounts set forth below as ‘compensation actually paid,’ or CAP, have been calculated in accordance with Item 402(v) of Regulation S-K under the Securities Act, and do not represent the value of compensation actually paid to or received by our NEOs.”

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When writing or comparing figures, name the measure every time: SCT total, pay-ratio annual total compensation or Item 402(v) compensation actually paid. Calling all of them “cash pay” creates a misleading result.

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Worked examples from current proxy statements

Amazon: locating a Summary Compensation Table total

Amazon’s 2026 proxy includes a 2025 Summary Compensation Table under Executive Compensation. The table reports Andrew R. Jassy’s 2025 total as $2,069,861. This number demonstrates the extraction process: find the CEO’s row, move across to Total, and preserve the fiscal year and table context. It is not a benchmark for CEO pay and should not be presented as one.

If you were documenting this figure, your note would identify the company, the 2026 proxy, the 2025 fiscal-year column, the executive’s name and the SCT Total label. You would then read the row footnotes before drawing conclusions about the components.

NVIDIA: distinguishing two measures in one filing

NVIDIA’s 2026 proxy reports both the Fiscal 2026 SCT total of $36,343,830 for its CEO and the Item 402(v) CAP amount of $162,180,936. The contrast is useful because it shows why a reader must identify the table and rule behind a number. The larger CAP figure is not a replacement for the SCT total and, according to the company’s explanation, does not represent value actually paid to or received by the named executive officers.

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A repeatable extraction procedure

  1. Identify the issuer and period. Write down the legal company name, proxy filing date and fiscal year covered.
  2. Confirm the filing type. Use the definitive proxy, commonly marked DEF 14A, rather than assuming a preliminary filing is final.
  3. Open Executive Compensation. Use the contents panel or search function.
  4. Find Summary Compensation Table. Confirm that the table covers the fiscal years you need.
  5. Locate the CEO or PEO row. If leadership changed, read the accompanying explanation.
  6. Copy the SCT Total. Preserve the year, currency, footnote symbols and any explanatory notes.
  7. Search for Pay Ratio. Also try CEO Pay Ratio and median employee if the first search fails.
  8. Copy the median employee amount. Record the annual total compensation exactly as labeled.
  9. Copy the PEO amount and ratio. Note whether the filing states CEO-to-median or another direction.
  10. Read the methodology. Record workforce scope, determination date, compensation measure, sampling, adjustments, estimates and median reuse.
  11. Check for other pay measures. If the filing contains Pay Versus Performance, label CAP separately from SCT Total and pay-ratio compensation.
  12. Store the citation details. Keep the company, proxy year, page or HTML heading and table name with every extracted number.

Troubleshooting common problems

The search finds no “median employee” phrase

Try the exact alternatives Pay Ratio and CEO Pay Ratio. Search both the HTML filing and the company’s PDF if one version has broken text recognition. Use the table of contents and scan the Executive Compensation headings.

The filing shows multiple executive totals

Verify the executive’s role and fiscal-year column. The SCT can list several NEOs and more than one PEO when leadership changed. Use the filing’s narrative to determine which person served as principal executive officer during each period.

The ratio appears to conflict with the SCT total

Check whether you copied the PEO amount from the pay-ratio section or substituted the SCT Total. Then read the ratio methodology and footnotes. Different rule-defined measures or adjustments can explain a difference.

The company uses a prior median employee

Look for the statement that the median employee was retained from an earlier year and the explanation that workforce or compensation changes were not reasonably expected to have a significant effect. Record the reuse decision instead of assuming the employee was newly selected.

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The number has a footnote or unusual valuation

Follow the footnote before publishing or comparing it. Equity awards, pension changes, deferred compensation and one-time payments can materially affect the SCT Total without representing current salary or cash received.

You are comparing two companies

Build a side-by-side worksheet with the six comparison axes: fiscal year, ratio direction, workforce scope, median-selection measure, adjustments and estimates, and median reuse. If any item is materially different or not stated, qualify the comparison rather than ranking the companies as if the ratios were standardized.

How to report the figures accurately

  • State the company, proxy year and fiscal year with every executive-pay number.
  • Call the SCT figure the Summary Compensation Table Total.
  • Call the employee figure median employee annual total compensation.
  • Describe the ratio using the issuer’s numerator and denominator labels.
  • Explain material methodology choices before drawing a comparison.
  • Do not describe an SCT total or CAP figure as cash unless the filing specifically supports that description.
  • Use company examples as illustrations of where to find a number, not as industry benchmarks.

What the proxy can and cannot tell you

The proxy gives a regulated disclosure of executive compensation and a company-calculated relationship between the PEO and median employee. It does not, by itself, establish whether a wage is adequate, whether one company’s workforce is better paid, or whether two ratios are economically equivalent.

The median is a midpoint of the selected employee population, not an average. The ratio is sensitive to workforce composition, geography, part-time and seasonal employees, pay structures, equity treatment and the company’s permitted methodology. Those limitations are reasons to read the explanation, not reasons to ignore the disclosure.

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For a defensible answer, preserve the filing’s terminology, identify the rule-defined measure and make the fiscal-year and methodology qualifications visible next to the number. That approach lets a reader reproduce the result and understand what the figure actually measures.

Bottom line

Start with the definitive DEF 14A. Use the CEO/PEO row’s Total column in the Summary Compensation Table for reported executive compensation. Search the same filing for Pay Ratio or median employee for median annual total compensation and the ratio. Before comparing companies, verify the ratio direction, workforce scope, selection method, adjustments, estimates and whether the median employee was reused. Treat SCT Total, pay-ratio compensation and Item 402(v) compensation actually paid as separate measures.

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CEO pay ratioDEF 14Aexecutive compensationmedian employee payproxy statementSEC filings

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