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CEOPayWatch

Guide · Updated Apr 2026

Is Your CEO's Pay Justified? How to Read the Disclosures

The average CEO in our dataset of 34 public companies earned $38.9M last year (SEC-disclosed total). But raw numbers do not answer the question that matters: is the CEO earning that compensation, or simply collecting it? Here is how to evaluate CEO pay using the company's own SEC disclosures, not outrage.

There Is No Single “Too High” Number

There is no single metric that determines whether CEO pay is "too high." A CEO earning $30 million who delivered 200% total shareholder return may represent a bargain for shareholders, while a CEO earning $10 million who presided over a 40% stock decline may be dramatically overpaid. CEOPayWatch reports the SEC-disclosed total only; to judge whether it was earned, read it against the company's own disclosures of performance and shareholder sentiment.

Signal 1: Total Shareholder Return

Total shareholder return measures the complete financial return from holding the company's stock — price appreciation plus reinvested dividends. A multi-year window focuses on sustained performance rather than short-term fluctuations. A CEO who earned $20 million while delivering 150% TSR over three years has a much stronger pay justification than one who earned the same amount while TSR was negative. Compare the company's TSR against its industry peers because market conditions affect all companies in a sector — the relevant question is whether the company outperformed, matched, or underperformed.

Signal 2: Revenue Growth vs Compensation Growth

Is the CEO's compensation growing faster than the business? If revenue doubled while CEO pay tripled, the executive is capturing a growing share of the value they are supposed to be creating. If revenue grew 50% while CEO pay remained flat or grew 30%, the CEO is being rewarded proportionally. The multi-year compensation history on each company page lets you read this trend directly against the company's reported revenue.

Signal 3: Say-on-Pay Shareholder Approval

The say-on-pay vote is the collective judgment of the company's owners on whether the pay package is appropriate. Average approval across the S&P 500 is approximately 90%, so a company with 70% or lower approval has a significant minority of shareholders expressing dissatisfaction. This vote share is disclosed in the company's 8-K filed shortly after the annual meeting; we do not reproduce it on our pages, but it is one click away on SEC EDGAR. It captures judgment that quantitative metrics cannot — whether the CD&A convincingly explains pay decisions, whether the peer group is appropriately constructed, and whether the board has been responsive to prior concerns.

Signal 4: CEO-to-Worker Pay Ratio

The CEO pay ratio measures how many times more the CEO earns compared to the median employee. Ratio levels vary dramatically by industry — retail and hospitality companies routinely exceed 1,000:1 while technology and finance companies may be under 200:1 — so the ratio is most meaningful compared against industry peers rather than absolute thresholds. Each company discloses its own ratio under SEC Item 402(u); read it directly in the proxy.

Highest Paid CEOs in Our Dataset

Here are the highest-paid CEOs in our dataset, by SEC-disclosed total compensation:

A high total is not automatically excessive — what matters is whether that pay tracks the company's performance and shareholder support, which you can read from the disclosures linked on each profile.

What Can Shareholders Do About Excessive Pay?

Shareholders are not powerless. Shareholder activism on pay has produced real results: companies that receive low say-on-pay approval often overhaul their compensation programs in subsequent years. Investors can also vote against compensation committee directors who oversee poorly designed pay programs, support shareholder proposals requesting compensation reforms, and engage directly with boards through stewardship programs. The Dodd-Frank pay provisions , including mandatory say-on-pay votes, CEO pay ratio disclosure, pay-versus-performance tables, and clawback policies, have given shareholders more tools than ever to hold boards accountable for executive pay decisions.

How to Use CEOPayWatch to Evaluate CEO Compensation

Start by searching for any company in our dataset to see the SEC-disclosed total compensation, the multi-year pay history, and a direct link to the source DEF 14A. Compare CEOs within the same industry on the industry pages, or side by side on a compare page. And read through our compensation glossary to understand the terms and concepts that drive these decisions.

Frequently Asked Questions

There is no single number that makes pay "justified." CEOPayWatch publishes the SEC-disclosed total compensation; to judge whether it was earned, read it against four signals the company discloses itself: multi-year total shareholder return, revenue growth versus compensation growth, the say-on-pay shareholder approval vote, and the CEO-to-worker pay ratio relative to industry peers.

Pay looks well aligned when the CEO delivered strong multi-year shareholder returns, revenue growth kept pace with or exceeded compensation growth, shareholders broadly approved the pay package in the say-on-pay vote, and the CEO-to-worker pay ratio is reasonable relative to industry peers. Weak returns paired with rising pay, or low say-on-pay approval, are signals that warrant scrutiny.

Yes. Since 2011, the Dodd-Frank Act requires public companies to hold an annual non-binding advisory vote on executive compensation (say-on-pay). While the vote is non-binding, low approval rates create significant pressure on boards to reform pay practices. Companies with approval below 70% often face negative proxy advisor recommendations in subsequent years.

Reviewed by CEOPayWatch Editorial Team · Updated

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