Executive Compensation Guides

The guides are written for three audiences. Long-term shareholders evaluating whether their CEO is worth the headline number on the proxy. Working professionals trying to understand the structure of executive compensation in their own industry. And anyone reading a news headline about a "$50M CEO" and wanting to know what that figure actually represents — base salary, stock awards, or pension actuarial swings. Every guide is grounded in the same source data we use across the rest of CEOPayWatch: 209 public companies and 836 named executive officers from SEC DEF 14A proxy filings.

A DEF 14A is the definitive proxy statement every U.S. public company files annually with the SEC before its shareholder meeting. It contains the Summary Compensation Table — the table the media quotes when reporting "total CEO comp" — plus the Compensation Discussion and Analysis (CD&A) section that explains the board's reasoning, the Grants of Plan-Based Awards table that shows new equity awards, the Outstanding Equity Awards table that shows accumulated wealth, and the CEO Pay Ratio disclosure required since 2018. The full filing is publicly available on SEC EDGAR (https://www.sec.gov/edgar.shtml) and forms the spine of every page on this site.

Most CEO pay packages have six components: base salary (typically 5–10% of total), annual cash bonus (the "non-equity incentive" line), stock awards (RSUs and PSUs, often 50–70% of total), stock options (declining in popularity since FASB ASC 718), pension and deferred compensation changes, and other compensation (perks). The average top-tier U.S. CEO earns $12.2M across all six components, with a median CEO-to-worker ratio of 157:1. The "How CEO Pay Works" guide walks through each component in detail.

The proxy advisors ISS and Glass Lewis use four-factor frameworks to evaluate pay alignment: relative total shareholder return, revenue versus compensation growth, say-on-pay vote results, and CEO-to-worker pay ratio versus peers. Our Pay-for-Performance Grade implements the same approach with public weights documented on the methodology page. The guides explain how each factor maps to the underlying SEC filing and how to spot the structural patterns — large special equity grants, performance-share-unit vesting cycles, pension-actuarial swings — that routinely make pay numbers look misleading at first glance.

Every individual company profile on CEOPayWatch links directly to the underlying DEF 14A on the SEC's EDGAR system at https://www.sec.gov/edgar.shtml. From EDGAR you can search by company name or ticker, then filter by filing type "DEF 14A" to find the most recent proxy. Item 402 of Regulation S-K (https://www.law.cornell.edu/cfr/text/17/229.402) governs the form and content of executive-compensation disclosure, and Section 951 of the Dodd-Frank Act (codified at 15 U.S.C. § 78n-1) is the basis for say-on-pay.