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To understand executive pay in a U.S. public-company proxy, read in this order: the Compensation Discussion and Analysis (CD&A), the Summary Compensation Table and its footnotes, any separate realized-pay discussion, the pay-versus-performance table, the CEO pay-ratio disclosure, and the say-on-pay proposal. Each section answers a different question. The headline total is an accounting measure, not necessarily cash received; “compensation actually paid” is a separate SEC-defined measure; and the CEO pay ratio is useful only when you understand how the company calculated it.
How do I read executive pay in a proxy statement?
Use the filing as a set of linked disclosures rather than relying on one number. First learn what the company says it is trying to reward, then identify the pay components, then compare the reported amounts with performance and workforce context.
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- Find the CD&A. This is the company’s explanation of its compensation philosophy, objectives, decision process, program components and performance measures.
- Read the Summary Compensation Table (SCT) with every footnote. The SCT combines salary, incentives, equity, deferred compensation and other items.
- Separate accounting value from realized value. Equity may be recorded when granted in the SCT but discussed as realized when it vests in a later year.
- Study pay-versus-performance (PVP). Compare the executive pay measures with the company’s performance columns over the same years, while checking definitions and footnotes.
- Put the CEO pay ratio in context. The ratio depends heavily on workforce composition and calculation choices, so it is not a reliable league table.
- Read the shareholder vote language. Say-on-pay is advisory and nonbinding in the DXC example; a vote expresses shareholder sentiment but does not mechanically set compensation.
Keep the fiscal period visible on every page of your notes. Celanese’s 2026 proxy covers the year ended December 31, 2025, while DXC Technology Company’s 2026 proxy covers a fiscal year ended March 31, 2026. Their figures should not be combined as though they describe the same period.
Start with the CD&A: what the company says its pay program is designed to do
The CD&A is the narrative map for the tables that follow. It should explain what the issuer is trying to accomplish with compensation, how decisions are made and which performance measures influence awards. Read it before looking for a verdict on whether pay is “high” or “low.” Without the stated objectives, a table of dollars has little context.
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Identify the compensation philosophy
Look for the company’s stated balance among fixed salary, annual incentives and long-term equity. The CD&A may describe how the company intends to attract and retain executives, align rewards with performance, manage risk or link management’s interests with shareholders. Treat these as the issuer’s stated objectives, not as proof that the program achieved them.
Map the decision process
Note which body recommends or approves pay, what role the compensation committee and board play, and whether the company says it uses market data, internal comparisons or performance results. The process description tells you who made the decisions and what evidence they said they considered.
List the performance measures
Write down every financial, operational or market measure named in the CD&A. Later, check whether those measures appear in incentive-plan explanations or the PVP table. A measure can be central to an annual bonus without appearing as a column in the PVP disclosure, so do not assume the two sections are identical.
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Use the cross-reference to the tables
DXC says its CD&A is intended to be read with the compensation tables that follow and describes its fiscal 2026 philosophy, objectives, process, program components and related matters. That is a useful reading habit for any proxy: read the narrative, then verify how the stated design appears in the numbers and footnotes.
What does the Summary Compensation Table include?
The SCT is not a payroll statement. It reports several categories of compensation for the chief executive officer and other named executive officers (NEOs), usually for multiple years. In DXC’s example, the columns include the following:
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| Column | What to look for |
|---|---|
| Salary | Salary earned during the applicable year. |
| Bonus | Amounts reported as bonus compensation, if any. |
| Stock awards | Accounting grant-date fair value assigned to stock awards under the applicable reporting rules. |
| Option awards | Accounting grant-date fair value assigned to option awards, where applicable. |
| Non-equity incentive plan compensation | Annual or other cash incentive amounts reported under the plan. |
| Change in pension value and nonqualified deferred compensation earnings | Reported changes or earnings under pension and nonqualified deferred-compensation arrangements. |
| All other compensation | Items such as benefits or other reportable compensation, with details in the footnotes. |
| Total | The sum of the reported columns for that executive and year. |
Read the footnotes before interpreting a large total
Footnotes can explain whether an amount is a grant-date value, an amount earned under an incentive plan, a benefit provided during the year or a change in a deferred account. They can also identify vesting dates, performance conditions, one-time awards, severance-related items or other events that make one year unusual. The total is meaningful only after you know what produced it.
Separate recurring program pay from one-time events
A large total may reflect a new equity grant, a retirement-related benefit, a severance payment or another nonrecurring event. Mark those items separately in your notes. Do not describe a single-year total as the executive’s regular annual salary or as a guaranteed cash payment.
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The SCT uses accounting values and reporting categories that do not correspond to the money an executive deposited in a bank account during that year. Equity awards are generally recorded at their grant-date fair value in the SCT. The award may vest years later, expire, be forfeited or change in market value before the executive realizes anything.
DXC’s 2026 proxy distinguishes its SCT amounts from a separate realized-pay analysis. The SCT includes accounting grant-date fair values for equity awards. The realized-pay analysis counts equity awards that vested during the year at the stock price on the vesting date. Those approaches can produce substantially different results because they answer different questions:
| Measure | Timing | Question it answers |
|---|---|---|
| SCT equity value | At grant, using an accounting fair value | What value did the company report for the award when it was granted? |
| Realized or vested equity value in DXC’s analysis | When an award vested, using the stock price on the vesting date | What market value was associated with awards that vested during the year? |
Neither measure alone is a complete cash-flow statement. To understand cash received, inspect the relevant incentive, vesting, exercise, pension, deferred-compensation and other footnotes. A year with a high SCT total may be a grant-heavy year; a year with high realized value may reflect awards granted earlier.
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What does “compensation actually paid” mean?
In the PVP disclosure, the company reports SEC-defined “compensation actually paid” for the principal executive officer (PEO) and for the other named executive officers as a group. It is a required comparison measure distinct from the SCT total. The PVP table is designed to place executive compensation and selected company performance measures side by side over multiple years.
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How to read the two pay columns
For each year, compare the PEO’s SCT total with the PEO’s compensation actually paid, then do the same for the other NEO group. A wide gap is not automatically an error. It may reflect the different treatment of equity and the timing of changes in award value. Read the table’s definitions and footnotes before explaining why the figures diverge.
Does CEO pay match company performance?
Use the PVP table as a structured comparison, not as a causal verdict. Celanese’s 2026 proxy places the PEO’s SCT total and compensation actually paid beside the corresponding NEO measure, company TSR, peer-group TSR, net income and a company-selected measure. The fact that these columns appear together does not prove that one caused another.
Compare matching years
Start at the same year across every column. Do not compare a CEO amount for one fiscal year with a TSR period that ends in a different year. Confirm the measurement period, the starting point and the return basis described in the filing.
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Check the PEO and NEO definitions
The PEO is the executive identified by the filing for each year; the other-NEO figure is a group measure. Membership can change from year to year. Read the footnotes to see who is included before making a trend statement.
Read TSR and peer TSR together
Company TSR shows the shareholder-return measure used in the table. Peer-group TSR provides a benchmark, but the benchmark’s composition and calculation basis matter. Verify how the peer group is defined and how returns are measured before concluding that the company outperformed or lagged peers.
Use net income and the company-selected measure carefully
Net income is an accounting result and may move for reasons that do not affect share-price performance. The company-selected measure is chosen by the issuer and may be the performance metric it considers most important for linking pay to results. Use the label and definition printed in the proxy; do not substitute a different metric or assume the measure is comparable across companies.
What the table cannot establish
A PVP table does not demonstrate that compensation caused performance, that performance caused compensation or that the pay program is fair. It supplies a common time series for further analysis. Combine it with the CD&A, incentive-plan targets, award outcomes and footnotes.
What is the CEO pay ratio?
The CEO pay ratio compares the CEO’s annual total compensation with the annual total compensation of the company’s median employee for the selected year. The numerator and denominator are defined by the company’s disclosure methodology, not by a single universal payroll calculation.
Celanese’s 2026 proxy reports a 109.5-to-1 ratio for the year ended December 31, 2025. It reports CEO annual total compensation of $10,137,072 and median employee annual total compensation of $92,540. These are Celanese’s issuer-reported figures for that fiscal year, not an industry benchmark or an independently calculated statistic.
Read the method alongside the ratio
Check how the company selected the median employee, which workers were included or excluded, how compensation was annualized, and which estimates or assumptions were used. Geography, currencies, part-time or seasonal work, acquisitions, divestitures and the mix of hourly and salaried jobs can all affect the denominator.
Why ratios are weak cross-company scorecards
Celanese states in its 2026 proxy: “The CEO pay ratios reported by other companies, which may have employed other permitted methodologies, exclusions, estimates or assumptions, and which may have a significantly different work force structure, geographic locations, or compensation practices from ours, are likely not comparable to our CEO pay ratio.” That warning is central. A lower ratio at one issuer may reflect workforce geography or job mix rather than a lower CEO compensation philosophy.
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What does the say-on-pay vote tell shareholders?
The say-on-pay proposal asks shareholders for an advisory view of the compensation of the named executive officers. DXC’s 2026 proxy states: “The advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement is advisory, and therefore not binding on DXC, the Compensation Committee or our Board.”
Read the proposal, the board’s recommendation and any discussion of prior voting results. The reviewed DXC disclosure says the company values shareholder opinions, but it does not establish that a vote mechanically sets or changes pay. Treat the result as a governance signal and read the company’s response in later filings.
Celanese and DXC: how to keep issuer examples separate
| Issuer and filing | Period covered | Useful disclosure lesson |
|---|---|---|
| Celanese Corporation, 2026 DEF 14A filed March 4, 2026 | Year ended December 31, 2025 | Shows PEO and other-NEO pay measures with company TSR, peer-group TSR, net income and a company-selected measure; reports a 109.5-to-1 CEO pay ratio. |
| DXC Technology Company, 2026 DEF 14A filed June 4, 2026 | Fiscal year ended March 31, 2026 | Explains the CD&A-to-table reading connection, lists SCT categories, distinguishes grant-date accounting values from vested realized values, and describes the advisory vote as nonbinding. |
These examples illustrate how to navigate a proxy; they are not a combined data set. Their fiscal years, workforce structures, compensation programs and disclosure choices differ.
A practical worksheet for any proxy
- Record the filing date and fiscal year. Put both at the top of your notes.
- Summarize the CD&A in five lines. Capture philosophy, objectives, decision makers, program components and performance measures.
- Copy the SCT headings. Record salary, bonus, stock, options, non-equity incentives, pension or deferred compensation, other compensation and total.
- Annotate each unusual amount. Use the footnotes to mark grants, vesting, severance, retirement benefits and other one-time events.
- Make a two-column pay note. Keep SCT accounting values separate from realized or vested values.
- Recreate the PVP layout. List PEO pay, other-NEO pay, company TSR, peer TSR, net income and the company-selected measure for identical years.
- Write the CEO-ratio method beside the ratio. Include the median employee, selection date, exclusions, estimates and workforce facts.
- Read the vote language. Mark whether the proposal is advisory or binding and what the board says it will do with the result.
Common mistakes and how to avoid them
- Calling the SCT total cash pay. Equity grant-date values and deferred amounts can be included. Use the footnotes and separate realized-pay discussion.
- Calling compensation actually paid “cash received.” It is a distinct SEC-defined PVP measure, not a bank statement.
- Comparing unmatched periods. Align fiscal years, TSR measurement periods and executive groups.
- Assuming a PVP chart proves causation. It presents correlations and definitions; it does not establish why a result occurred.
- Ranking CEO pay ratios. Methodology, geography, workforce mix and assumptions can make ratios noncomparable.
- Ignoring footnotes. The footnotes often explain the largest differences between years.
- Treating say-on-pay as a binding instruction. In the DXC disclosure, the vote is advisory and nonbinding.
- Blending company examples. Keep each issuer’s fiscal year, currency, workforce and definitions attached to its figures.
Where to find the underlying filings
The examples above come from Celanese Corporation’s 2026 DEF 14A, filed March 4, 2026, and DXC Technology Company’s 2026 DEF 14A, filed June 4, 2026. Open the complete proxy for the tables, definitions and footnotes before quoting a figure or making a comparison.
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