What SEC Filing Shows Executive Compensation: DEF 14A, 8-K, and 10-K

If you want to see what a public company pays its top executives, open its Definitive Proxy Statement, filed with the SEC as DEF 14A. That is the SEC filing that shows executive compensation in the most detail: salary, bonus, stock and option grants, incentive payouts, pensions, and perks, laid out executive by executive and year by year. Several other filings carry pieces of the picture, including Form 10-K (the annual report), Form 8-K (real-time changes), Form S-1 (pre-IPO), and Forms 3, 4, and 5 (insider stock transactions). All of them are free on the SEC’s EDGAR database.

What the DEF 14A Shows

Public companies have to file a proxy statement before every annual shareholder meeting so investors can vote on directors, pay, and other governance items. The SEC loads its heaviest compensation-disclosure rules onto this one document.¹ If you only read one filing, read this one.

Who Shows Up in the Tables

The proxy covers a defined group called named executive officers (NEOs). That always includes the principal executive officer (usually the CEO) and the principal financial officer (usually the CFO), no matter what they earn. It also includes the next three highest-paid executive officers who were serving at the end of the fiscal year, plus up to two more who would have qualified but left before year-end. Officers other than the CEO and CFO whose total compensation falls below $100,000 don’t have to be disclosed.²

The Summary Compensation Table

This is the single most useful table in any SEC filing on pay. It shows three fiscal years of data for each NEO, broken into columns:

Salary: base cash for the year.
Bonus: discretionary cash paid outside a formal incentive plan.
Stock awards: grant-date fair value of restricted stock, performance shares, and similar grants, calculated under FASB ASC Topic 718.
Option awards: grant-date fair value of stock options, calculated the same way.
Non-equity incentive plan compensation: cash tied to defined targets like revenue growth or earnings per share.
Change in pension value and nonqualified deferred compensation earnings: the year-over-year rise in actuarial pension value, plus any above-market earnings on deferred pay.
All other compensation: perks, insurance premiums, company retirement-plan contributions, and similar benefits.

That last column is where personal use of corporate aircraft, housing allowances, security details, and similar items appear. If an officer’s total perquisites exceed $10,000, the company must at least disclose them in the aggregate, and any individual perk worth more than the greater of $25,000 or 10% of the executive’s total perks has to be itemized.²

The Narrative: Compensation Discussion and Analysis

Before the tables, the proxy includes a Compensation Discussion and Analysis section (CD&A), written by the board’s compensation committee. It explains the goals behind the pay structure, which performance metrics triggered bonuses or equity grants, and how the committee weighed company performance, individual contributions, and retention risk. If the company benchmarks pay against a peer group, the CD&A has to name the specific companies in that group.² Read it when you want to know not just what executives were paid, but why.

CEO Pay Ratio

For fiscal years beginning in 2017 and after, most public companies also report the ratio of the CEO’s total annual compensation to the median employee’s total annual compensation. The rule comes from Section 953(b) of the Dodd-Frank Act. Smaller reporting companies, emerging growth companies, and foreign private issuers are exempt. Companies have flexibility in how they identify the median employee, including statistical sampling or payroll records, and they only need to re-identify that employee every three years unless the workforce changes significantly.³

Pay Versus Performance

A newer table in the proxy puts pay next to results over the five most recent fiscal years. It shows total shareholder return (the value of a fixed $100 investment), peer group total shareholder return, net income, and a company-selected financial measure the board considers most important. This data must also be filed in Inline XBRL format, so it’s machine-readable and easier to compare across companies.⁴

Say-on-Pay

The proxy also carries the advisory “say-on-pay” vote, in which shareholders register whether they approve of the company’s executive compensation practices. The vote is non-binding, but heavy opposition tends to push the compensation committee to make changes. Companies must hold the vote at least once every three years, and a separate “frequency” vote at least once every six years lets shareholders choose whether say-on-pay runs annually, every two years, or every three years.⁵

When the Proxy Isn’t Enough

The DEF 14A is retrospective and comes out once a year. For anything that happens between proxies, or for companies that don’t yet file one, you’ll need other filings.

Form 8-K for Mid-Year Changes

Under Item 5.02 of Form 8-K, a company must disclose within four business days when it enters into a new material compensation arrangement with a top officer, materially amends an existing one, or makes a significant grant under an existing plan. The same item is triggered when a principal executive officer, principal financial officer, or named executive officer departs or is appointed. The filing has to describe the key terms of any new employment agreement, bonus plan, or severance arrangement.⁶ If a company hires a CEO in September and the next proxy isn’t due until March, the 8-K filed within days of the appointment is your earliest look at the pay package.

Form 10-K

Executive compensation technically belongs in Part III, Item 11 of the annual Form 10-K. Most companies leave Part III blank and incorporate it by reference from the proxy, which they’re allowed to do under General Instruction G(3) as long as the definitive proxy is filed within 120 days of the fiscal year-end.⁷ If the company misses that window, it has to amend the 10-K to include the pay data directly. In practice, the 10-K usually just points you back to the proxy, but it’s worth checking when the proxy is late or when a company chooses not to use the incorporation shortcut.

Form S-1 for Pre-IPO Companies

A company registering shares for its first public offering files a Form S-1 under the Securities Act of 1933, and that document carries a historical look at executive compensation from before the shares traded publicly. The disclosure closely mirrors the proxy: a summary compensation table, outstanding equity awards, and a narrative on pay philosophy. Many IPO-stage companies qualify as emerging growth companies and provide reduced disclosure, including fewer named executive officers and fewer years of data.⁸

Insider Transaction Reports: Forms 3, 4, 5, and 144

The proxy tells you what equity was granted and what it was worth on paper. Insider ownership filings tell you what the executive actually did with it.

Form 3: filed within ten days of becoming an officer or director, establishing initial holdings.
Form 4: filed within two business days of a transaction such as an option exercise, share purchase, or equity grant. It’s the most frequently filed of the group.⁹
Form 5: an annual catch-all filed within 45 days of the fiscal year-end for anything that wasn’t captured on a Form 4 during the year.
Form 144: filed when an executive or other affiliate plans to sell more than 5,000 shares or more than $50,000 of stock in any three-month period, giving advance notice of a significant sale.¹⁰

Why Some Companies’ Disclosures Look Thinner

Not every public company gives you the full set of tables. Smaller reporting companies, generally those with a public float below $250 million or revenues below $100 million, report only three named executive officers instead of five, provide two years of summary data instead of three, and skip the CD&A, the pay ratio, and several supplemental tables entirely.¹¹ Emerging growth companies, with annual revenues below $1.235 billion, can also provide reduced compensation disclosure during their first five fiscal years as a public company.¹² If a proxy looks surprisingly short, one of these exemptions is probably why.

How to Pull the Filing on EDGAR

All of these filings are free through EDGAR, the SEC’s Electronic Data Gathering, Analysis, and Retrieval system.¹³ A workable routine:

Go to the EDGAR full-text search at sec.gov/edgar/search/. Search by company name or ticker symbol.
Filter by filing type: DEF 14A for the proxy, 10-K for the annual report, 8-K for current reports, 4 for insider transactions.
Sort by date. The most recent filing is usually what you want; adjust the date range for historical research.
Open the filing index page and click the main document, typically the first link. Proxies are often posted in both HTML and PDF.

Inside the proxy, use your browser’s find function to jump to “Summary Compensation Table,” “Compensation Discussion,” “Pay Ratio,” or “Pay Versus Performance.” Those headings are standardized, so the same search terms work from one company’s filing to the next.

1
U.S. Securities and Exchange Commission. Executive Compensation and Related Person Disclosure
2
eCFR. 17 CFR 229.402 – Item 402 Executive Compensation
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U.S. Securities and Exchange Commission. SEC Adopts Rule for Pay Ratio Disclosure
4
U.S. Securities and Exchange Commission. Inline XBRL
5
U.S. Securities and Exchange Commission. SEC Adopts Rules for Say-on-Pay and Golden Parachute Compensation
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U.S. Securities and Exchange Commission. Form 8-K
7
U.S. Securities and Exchange Commission. Form 10-K
8
Legal Information Institute (LII). Emerging Growth Company (EGC)
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U.S. Securities and Exchange Commission. Exchange Act Section 16 and Related Rules and Forms
10
U.S. Securities and Exchange Commission. Rule 144 Selling Restricted and Control Securities
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U.S. Securities and Exchange Commission. Amendments to the Smaller Reporting Company Definition
12
Federal Register. Inflation Adjustments Under Titles I and III of the JOBS Act
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U.S. Securities and Exchange Commission. About EDGAR