How to Read the Summary Compensation Table in a Proxy Statement

Every public company that holds an annual shareholder meeting has to disclose, in plain tables, what it paid its top executives. That disclosure lives in the proxy statement, and the centerpiece is the Summary Compensation Table.

This guide walks through who the table covers, what each column means, and where people most often misread the numbers.

Where the table comes from

The Summary Compensation Table is required by Item 402 of Regulation S-K and appears in Form DEF 14A, the annual proxy statement companies file ahead of their shareholder meeting. It is one of the most heavily used tables in the filing, because it is the only place that lines up every component of senior pay side by side.

Who the table covers

The table must include, for the most recently completed fiscal year:

• The principal executive officer (usually the CEO).
• The principal financial officer (usually the CFO).
• The three other most highly compensated executive officers who were serving at fiscal year end, provided their total compensation exceeded a disclosure threshold.

Together these are the company's named executive officers, often shortened to NEOs. A company typically reports five rows for the latest year, though it can be fewer if a smaller company has fewer qualifying executives.

The three year window

The table covers the last three completed fiscal years for each named executive officer, not just the most recent one. That is useful for spotting trends: a jump in total pay in one year next to flat pay in the surrounding years is worth a second look at which column moved.

What each column means

Why the total column can be misleading

The stock awards and option awards columns are grant date fair values, calculated under accounting rules at the time of grant. They are not cash, and the executive may never realize that exact value since restricted stock can vest at a different price and options can expire unexercised if the stock never rises above the strike price. A year where an executive received a large multi-year equity grant will show an unusually high total that year, even though no cash changed hands and future years may show much smaller totals by comparison.

Non-equity incentive plan compensation versus bonus

A frequent point of confusion is the difference between the Bonus column and Non-Equity Incentive Plan Compensation. Bonus is for discretionary payments the board decides on its own judgment. Non-equity incentive plan compensation is for payments made under a plan with pre-set performance targets, such as hitting a revenue or earnings goal. Many companies report little or nothing in the Bonus column because their annual incentive pay is formula based and therefore reported in the other column instead.

Reading the table alongside Pay Versus Performance

Since fiscal year 2022, companies have also had to disclose a separate Pay Versus Performance table that recalculates "compensation actually paid" using year end fair values instead of grant date values, and compares it against total shareholder return and other performance measures. The Summary Compensation Table and the Pay Versus Performance table use different valuation methods on purpose, so the same executive's pay can look different in each one. Treat the Summary Compensation Table as the formal accounting disclosure and Pay Versus Performance as a separate, performance linked view.

Pulling the data instead of reading a PDF

Parsing the Summary Compensation Table out of a proxy statement by hand means locating the right table in an HTML filing, matching merged header cells to the right fiscal year, and handling the footnotes that break out the All Other Compensation detail. SecFeed parses the table from the latest proxy filing into structured rows.

curl "https://secfeedapi.com/v1/executive-compensation?ticker=MSFT" \
  -H "Authorization: Bearer YOUR_API_KEY"

In Python:

from secfeed import Client

sf = Client("YOUR_API_KEY")
rows = sf.executive_compensation(ticker="MSFT")
for row in rows:
    print(row["name"], row["year"], row["total"])

Each row includes the executive's name, title, fiscal year, and every column from the table, so you can compare years or executives without re-parsing the filing. See the full reference at /docs/#v1-executive-compensation.

Frequently asked questions

Who counts as a named executive officer?

The principal executive officer, the principal financial officer, and the three other most highly compensated executive officers who were serving at fiscal year end and whose total compensation exceeded the disclosure threshold.

Why does the total column jump so much in some years?

Usually because of the stock awards or option awards columns, which report the grant date fair value of equity granted that year. A large multi-year grant in one year can make that year's total far higher than the years before or after it.

Is the Summary Compensation Table the same as Pay Versus Performance?

No. The Summary Compensation Table uses grant date fair values for equity and is required by Item 402 of Regulation S-K. Pay Versus Performance recalculates compensation using year end values and compares it to company performance, and has been required since fiscal year 2022.

Where can I find this table for a specific company?

It is in that company's most recent annual proxy statement, Form DEF 14A, usually filed a few months before the annual shareholder meeting. You can also pull it as structured data through /v1/executive-compensation instead of locating the filing yourself.

Does the table include severance or stock vesting at termination?

Ordinary severance paid during the fiscal year appears in the All Other Compensation column. Potential payments upon termination or a change in control are instead disclosed in a separate table elsewhere in the proxy, not in the Summary Compensation Table itself.