How do I find a specific company's proxy statement?

Go to SEC EDGAR at sec.gov/edgar/searchedgar/companysearch, enter the company name or ticker, then filter the filings list by type "DEF 14A". Click any filing date to open it. The compensation tables are usually in a section titled "Executive Compensation" — Ctrl+F for "Summary Compensation Table" to jump straight to the headline numbers.

What is the difference between grant-date fair value and realized pay?

The Summary Compensation Table reports stock and option awards at grant-date fair value computed under FASB ASC 718 — an estimate at the time of grant based on the share price and Black-Scholes assumptions. Realized pay is the dollar amount the executive actually receives when shares vest or options are exercised, which can be much higher or lower than grant-date fair value. The Option Exercises and Stock Vested table in the same proxy reports realized values for the year.

What does say-on-pay tell me?

Say-on-pay is a non-binding shareholder vote on the executive compensation program, mandated by Section 951 of the Dodd-Frank Act. Most companies pass with 90%+ approval; a vote below 70% is a serious warning sign that institutional investors and proxy advisors (ISS, Glass Lewis) think the pay program is misaligned. Below 50% is rare — only 2-3% of Russell 3000 companies fail in any given year — and almost always triggers compensation overhauls.

Are proxy statements free to access?

Yes. All SEC filings on EDGAR are public domain and free to read or download in HTML, PDF, or XBRL format. There is no registration, no paywall, and no rate limit for ordinary browsing. The XBRL versions (machine-readable, mandated since 2018 for executive compensation tables) are particularly useful for programmatic analysis.

How to Read a Proxy Statement (DEF 14A): Executive Pay Guide, CEOPayWatch

The proxy statement (Form DEF 14A) is the single most important document for understanding executive compensation at a U.S. public company. Every public company files one annually with the SEC ahead of its annual shareholder meeting. Here is where to find a proxy, what each section contains, and how to read the compensation tables that produce the headline numbers.

What Is a Proxy Statement?

A proxy statement is a document the SEC requires public companies to provide to shareholders before each annual meeting. The formal name is “Schedule 14A”; the version filed in final form ahead of the meeting is the “definitive proxy statement” (abbreviated DEF 14A). The legal authority is Section 14(a) of the Securities Exchange Act of 1934, with detailed disclosure requirements set out in SEC Regulation 14A and Schedule 14A. Item 402 of Regulation S-K specifies the executive-compensation disclosures.

The proxy contains everything a shareholder needs to vote: director nominees and biographies, the auditor ratification proposal, executive compensation disclosures, the say-on-pay advisory vote, and any shareholder proposals. You can find any U.S. public company's proxy free on the SEC EDGAR full-text search or via the EDGAR “Company Filings” lookup.

The Five Key Compensation Sections

1. Compensation Discussion and Analysis (CD&A)

The CD&A is the narrative section where the company explains its compensation philosophy, how pay decisions were made, and why. Required by Item 402(b) of Regulation S-K, this is where you learn the “why” behind the numbers — performance metrics and targets, peer-group selection, the role of the compensation consultant, and any special one-time awards (sign-on bonuses, retention grants, make-whole awards for new hires).

Look for: the named peer companies, the metrics used in the annual bonus and PSU plans, the threshold/target/maximum payout levels, and any discretionary adjustments. The CD&A typically runs 15-25 pages at a large company and is required to be written in plain English under SEC plain-English rules.

2. Summary Compensation Table (SCT)

The most cited table in executive compensation. Required by Item 402(c), it shows total compensation for the CEO, CFO, and the three other highest-paid executives — the “Named Executive Officers” or NEOs — for the past three fiscal years. The columns are: salary, bonus, stock awards (RSUs and PSUs at grant-date fair value), option awards, non-equity incentive plan compensation, change in pension value and nonqualified deferred-comp earnings, all other compensation (perks), and total.

The “Total” column is the figure reported in the financial press as “CEO pay” and is the headline used on every CEOPayWatch company page. For more on what each column actually represents, read How CEO Pay Works.

3. Grants of Plan-Based Awards Table

Required by Item 402(d). Shows the equity and cash incentive awards granted during the year, including the number of shares, grant date, exercise price (for options), and grant-date fair value. This table reveals the structure of new awards — whether they are time-based RSUs, performance-based PSUs (and at what target/threshold/max payout levels), or stock options. Multi-year PSU grants typically have a three-year measurement period and disclose the metric and weighting (relative TSR, EPS growth, ROIC, free cash flow).

4. Outstanding Equity Awards Table

Required by Item 402(f). A snapshot of all equity awards held by each NEO at fiscal year-end, showing unvested RSUs, unvested PSUs (typically at target-level achievement), and unexercised stock options at strike prices and remaining terms. This table tells you how much “golden handcuffs” wealth the executive has tied to remaining at the company. A separate Option Exercises and Stock Vested table shows what was actually realized during the year.

5. CEO Pay Ratio

Required since 2018 under Section 953(b) of the Dodd-Frank Act and SEC Item 402(u), companies must disclose the ratio of CEO total compensation to the median employee's total compensation. A company with a CEO earning $20M and a median employee earning $50K reports a ratio of 400:1.

Pay ratios vary enormously by industry. Retail and hospitality companies with large part-time workforces routinely report ratios above 1,000:1, while financial services and technology firms with higher median salaries may have ratios below 200:1. Companies have discretion in how they identify the median employee — they can use any consistently applied compensation measure and exclude up to 5% of non-U.S. workers. Two companies in the same industry can therefore report meaningfully different ratios based on methodology choices. See our worst pay ratio rankings for the dataset extremes.

How to Find Any Company's Proxy Statement

Go to SEC EDGAR Full-Text Search or the company-name lookup at sec.gov/edgar/searchedgar/companysearch
Enter the company name or ticker symbol
Filter the filings list to filing type “DEF 14A”
Click the most recent filing date to open the document
Use Ctrl+F (or Cmd+F) to search for “Summary Compensation Table” or “Pay Ratio”
For machine-readable data, look for the “XBRL Financial Report” link on the filing detail page (XBRL has been mandatory for executive-comp tables since 2018)

Common Pitfalls When Reading Proxy Statements

Grant-date fair value ≠ realized value. Stock awards in the SCT are valued at grant. The CEO may ultimately receive much more (if stock rises and PSU targets are exceeded) or much less (if stock falls and PSUs miss).
Pension swings distort year-over-year totals. A change in the actuarial discount rate can add or subtract millions from reported compensation without any actual payment change. Some companies now report a Compensation Actually Paid (CAP) figure under Item 402(v) to address this.
Special awards spike one year. Sign-on, retention, or make-whole grants can make one year look dramatically different from the trend. The CD&A typically calls these out.
Pay ratio methodology varies. Companies have discretion in identifying the median employee — they can use any consistently applied compensation measure, choose any date within the last three months of the fiscal year, and exclude up to 5% of non-U.S. workers.
Proxy advisor recommendations matter. If ISS or Glass Lewis recommends “against” on say-on-pay, expect the vote tally to drop 20-30 percentage points relative to a clean “for” recommendation.

How CEOPayWatch Uses Proxy Data

All company profiles on this site extract data directly from these SEC filings. We pull the Summary Compensation Table, the Grants of Plan-Based Awards table, the say-on-pay vote results, and the disclosed pay ratio. The four-factor Pay-for-Performance Score combines those inputs with three-year total shareholder return and revenue growth to grade alignment. Search for any company on our homepage to see the full compensation breakdown, or browse highest-paid CEOs.