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DEF 14A

The formal SEC filing designation for a definitive proxy statement, the primary source of executive compensation data for public companies.

DEF 14A is a term from U.S. executive-compensation disclosure — typically a line item in the SEC Summary Compensation Table, a concept in the Compensation Discussion and Analysis section of the proxy statement, or a category from the say-on-pay regulatory framework. Understanding DEF 14A is part of reading public-company executive pay defensibly. SEC compensation disclosure rules have evolved meaningfully over the past two decades, and several concepts in current proxy statements (pay-versus-performance disclosure, CEO pay ratio, hedging policies) have different conventions than older disclosures.

Each company page on CEOPay surfaces the DEF 14A-relevant disclosure for that specific filing, so the general definition here translates into concrete pay-data context on the per-company pages.

In Depth

DEF 14A is the SEC form number for a definitive proxy statement, the final version sent to shareholders before the annual meeting. The "DEF" stands for "definitive" (as opposed to preliminary "PRE 14A" filings), and "14A" refers to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies. The DEF 14A is the single most important document for executive compensation research because it contains the Summary Compensation Table (SCT), which reports total pay for the principal executive officer, principal financial officer, and the three other most highly compensated executive officers. Beyond the SCT, the DEF 14A includes the Grants of Plan-Based Awards table (detailing equity grants), the Outstanding Equity Awards table (showing unvested and unexercised awards), the Option Exercises and Stock Vested table, pension benefit disclosures, nonqualified deferred compensation information, and estimated payments upon termination or change of control. The Compensation Discussion and Analysis (CD&A) section provides narrative context explaining why the compensation committee made specific pay decisions. Companies typically file the DEF 14A 30 to 40 days before their annual meeting, with most filings concentrated between March and May for calendar-year-end companies. CEOPayWatch extracts compensation data from DEF 14A filings using XBRL-tagged data available through SEC EDGAR, ensuring accuracy and consistency across our database of 200+ companies.

Related Terms

Proxy Statement (DEF 14A)

The annual SEC filing that discloses executive compensation, board nominees, and matters requiring a shareholder vote.

SEC Filings

Documents public companies are required to file with the Securities and Exchange Commission, including annual reports, proxy statements, and insider trading reports.

Compensation Discussion & Analysis (CD&A)

The narrative section of the proxy statement where the compensation committee explains its philosophy, decision-making process, and rationale for executive pay.

Summary Compensation Table (SCT)

The standardized SEC table in the proxy statement that reports total compensation for each named executive officer, broken down by component.

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Frequently Asked Questions

What is DEF 14A?

The formal SEC filing designation for a definitive proxy statement, the primary source of executive compensation data for public companies.

Why does DEF 14A matter for shareholders?

Understanding DEF 14A is essential for evaluating executive compensation and corporate governance. It directly affects how shareholders assess whether CEO pay is justified and aligned with company performance. Informed shareholders use this concept when voting on say-on-pay proposals and evaluating board accountability.

Source: SEC EDGAR DEF 14A proxy statements, 2026.