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Use a layered comparison rather than a single ranking: align fiscal years and currencies, compare each chief executive officer’s annual total compensation with the median employee’s annual total compensation, inspect how both figures were calculated, and then add company-size and workforce context. The SEC-required CEO-to-median-employee ratio is useful descriptive evidence, but it is not a standardized, size-adjusted measure and should not be treated as a complete test of fairness or performance.
Start with the right comparison frame
Executive pay can look radically different when companies have different revenues, market values, employee counts, business models, and geographic footprints. A software company with a largely salaried workforce may produce a very different median employee figure from a retailer that employs many hourly or seasonal workers. The first task is therefore to compare like with like, then explain the differences that remain.
Build the comparison around these axes:
| Axis | What to record | Why it matters |
|---|---|---|
| Fiscal period | Compensation year, fiscal year-end, and proxy filing date | A later filing may describe an earlier compensation year, so labels such as “2025 compensation” must not be mixed with another company’s 2026 figures. |
| CEO measure | Annual total compensation and each reported component | Total compensation can include salary, bonuses, non-equity incentives, stock awards, option awards, pension changes, and other compensation. It is not the same as cash salary. |
| Employee measure | Median employee annual total compensation and the definition used | The median is shaped by who was included and which compensation measure was applied. |
| Pay-ratio method | Employee population, selection date, sampling, exclusions, estimates, and assumptions | Permitted methodological choices can move the ratio substantially. |
| Company context | Revenue, market capitalization, employee count, geography, business model, and workforce mix for clearly stated periods | These measures provide scale and composition context without pretending to be an official adjustment. |
Keep company-reported numbers separate from calculations you make. If you calculate a ratio per employee or per dollar of revenue, label it as your own analytical measure and show the denominator, period, currency, and rationale.
Check whether the required disclosure applies
Item 402(u) coverage
For registrants covered by Item 402(u) of Regulation S-K, the proxy disclosure includes the CEO’s annual total compensation, the annual total compensation of the median employee, and the ratio between those figures. The requirement does not apply to emerging growth companies, smaller reporting companies, or foreign private issuers. A missing ratio can therefore reflect issuer status rather than a filing failure.
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SEC Division of Corporation Finance guidance published September 21, 2017 states: "Item 402(u) of Regulation S-K sets forth the disclosure requirements and provides registrants with substantial flexibility to determine the pay ratio." That flexibility is central to interpretation: the figures are disclosed under a common rule, but not necessarily produced with identical choices.
Align years, currencies, and filing dates
Record the fiscal year named in each filing, not merely the calendar year in which you downloaded it. Two companies may publish proxies in the same month while reporting compensation for different fiscal periods. Use the same currency where possible; otherwise state the conversion date and method. Do not convert one company’s annual figure into a monthly or quarterly amount unless you apply the same treatment to every company.
When a company changes its fiscal year, restates a figure, or presents a transition period, flag that break instead of placing the number into an uninterrupted trend line.
Extract the CEO’s annual total compensation correctly
Use total compensation for like-for-like comparisons
Item 402’s annual total compensation definition is the starting point for a comparable disclosure review. Copy the reported total and then capture its components from the summary compensation disclosures. A salary-only comparison can make a CEO with substantial equity awards appear less highly paid than a CEO whose compensation is mostly cash, even when the reported totals are similar.
| Component | What to look for | Interpretive caution |
|---|---|---|
| Salary | Base salary actually reported for the year | Usually the most stable component, but it may be a small share of total pay. |
| Bonus or non-equity incentive | Annual cash incentives and performance-plan payouts | May vary with targets, one-time awards, or changes in plan design. |
| Stock awards | Grant-date fair value reported for the year | Reported value is not necessarily the amount realized in cash that year. |
| Option awards | Grant-date valuation under the filing’s required method | Option values depend on assumptions and may not match eventual proceeds. |
| Other compensation | Pension changes, perquisites, severance, or other listed amounts | One-time items can create a large year-over-year change. |
Equity and incentive values can make total compensation move sharply from one year to the next without a matching change in salary. Explain whether your comparison uses reported annual total compensation, realized pay, granted equity, or another measure. Do not substitute one measure for another mid-table.
Distinguish reported value from realized value
A stock award’s grant-date value is a compensation expense measure reported for the award year. It does not tell you exactly how much the CEO sold, vested, or retained during that year. If your question concerns realized wealth rather than reported compensation, you need a separately defined dataset and should not call it the Item 402(u) total.
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Understand how the median employee is selected
Employee population and selection date
Read the filing’s description of the employee population before interpreting the median. Note whether the company included domestic and international employees, part-time workers, temporary staff, seasonal workers, and employees who joined or left during the year. The company generally identifies a date within the final three months of the fiscal year to determine the population, then calculates annual compensation for the selected median employee.
Write down the selected date exactly. A workforce measured in October can differ materially from one measured at year-end, especially in businesses with seasonal hiring or layoffs.
Compensation measure, sampling, and estimates
Companies may use a consistently applied compensation measure to identify the median rather than calculate full annual total compensation for every employee. They may use statistical sampling and, where appropriate, reasonable estimates. The filing should describe the measure, assumptions, and the way the selected employee’s annual total compensation was calculated.
- Check whether wages, salary, bonuses, equity, benefits, or another consistently applied measure was used for initial ranking.
- Check whether the company annualized pay for permanent employees who worked less than the full year.
- Check the treatment of part-time, seasonal, temporary, and international employees.
- Record any de minimis or jurisdictional exclusions and the percentage of the workforce they represent.
- Note statistical sampling, exchange-rate treatment, and reasonable estimates.
These choices are not automatically errors. They are permitted parts of the disclosure framework, but they reduce the usefulness of a simple league table across companies that made different choices.
Calculate and interpret the CEO-to-median-employee ratio
The basic calculation
The ratio is:
CEO-to-median-employee ratio = CEO annual total compensation ÷ median employee annual total compensation
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If the CEO total is $10 million and the median employee total is $100,000, the reported relationship is 100:1. The calculation describes the two reported figures; it does not adjust for company size, industry, geography, job mix, or workforce composition.
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Why a ratio is not a size-adjusted score
A large employer may have a low median because it employs many entry-level or part-time workers. A smaller employer may have a higher median because most employees are highly paid specialists. The resulting ratios can reverse even when CEO pay levels are similar. The ratio also changes if one company includes international workers and another uses a permitted exclusion, or if one company uses a different consistently applied compensation measure.
One issuer’s proxy statement cautions that permitted differences in methodology, exemptions, estimates, and assumptions can make its pay ratio incomparable with another company’s ratio. Treat that warning as a practical instruction: explain the method before ranking the result.
What the ratio cannot establish
- It does not prove that executive compensation is fair or unfair.
- It does not measure CEO performance or shareholder return.
- It does not show the distribution of pay above and below the median.
- It does not distinguish recurring compensation from a one-time equity or severance event.
- It does not provide an SEC-approved adjustment for company size.
Add company-size context without inventing a universal adjustment
The SEC materials do not establish a universal formula for normalizing executive pay by revenue, employee count, market capitalization, or another size variable. You can still add context, but present every additional metric as an analytical choice.
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| Context measure | Example calculation | Useful question | Main limitation |
|---|---|---|---|
| Revenue | CEO total compensation ÷ annual revenue | How large is reported CEO compensation relative to the company’s sales scale? | Revenue differs by business model and does not measure profitability or capital intensity. |
| Employee count | CEO total compensation ÷ year-end employees | How does the figure relate to workforce scale? | Year-end headcount can miss seasonal and contractor-heavy workforces. |
| Market capitalization | CEO total compensation ÷ market capitalization | How large is the compensation figure relative to equity-market value? | Market value changes daily and reflects factors beyond management pay. |
| Peer percentile | CEO total compensation rank within a defined peer group | How does pay compare with similarly situated companies? | Results depend on peer selection, fiscal-year alignment, and treatment of outliers. |
For each calculation, state the numerator, denominator, period, currency, sample, and reason for choosing it. Do not describe any of these measures as an SEC standard or as a definitive size correction. If revenue is unavailable for the same period, say so rather than mixing periods silently.
A repeatable step-by-step comparison workflow
- Define the question. Decide whether you are comparing reported annual compensation, pay components, realized equity, or the CEO-to-median relationship. Keep those objectives separate.
- Choose a comparable sample. Use companies in a similar sector or business model and the same or adjacent fiscal years. Record issuer type so you know whether Item 402(u) applies.
- Capture filing metadata. Record the fiscal year, fiscal year-end, proxy date, currency, and whether the company changed its reporting period.
- Extract CEO total compensation. Copy the reported annual total and each component from the summary compensation disclosure. Mark one-time items.
- Extract median employee compensation. Copy the reported annual total and the company’s definition. Do not infer a median from average wages or from a different employee statistic.
- Document the median method. Record the employee population, selection date, compensation measure, sampling, exclusions, annualization, geographic treatment, estimates, and assumptions.
- Recalculate the ratio as a check. Divide the reported CEO total by the reported median employee total and compare your result with the filing’s stated ratio. Small rounding differences are normal; investigate material differences.
- Build size context separately. Add revenue, market capitalization, employee count, or a defined peer group with its own period and source. Keep these columns distinct from the required pay-ratio fields.
- Explain comparability. Identify method differences before discussing which company is higher or lower. A ranking without this explanation is likely to mislead.
- State limits and scope. Say whether the comparison covers one year or a trend, which issuers were excluded, and which figures are company-reported versus your calculations.
Worked example: showing the arithmetic without creating a benchmark
Dropbox’s 2026 proxy reported an 8:1 CEO-to-median-employee ratio for its 2025 compensation year. The reported CEO annual total compensation was $2,166,622 and median employee annual total compensation was $286,151. Dividing those figures gives approximately 7.57, which is presented as 8:1 after rounding.
| Reported item | Value | How to use it |
|---|---|---|
| Compensation year | 2025 | Compare only with companies reporting the same or a clearly aligned period. |
| CEO annual total compensation | $2,166,622 | Use as reported total compensation, not as salary or realized cash. |
| Median employee annual total compensation | $286,151 | Interpret alongside the filing’s population and calculation method. |
| Reported ratio | 8:1 | Company-specific disclosure, not a cross-company benchmark. |
This example demonstrates the mechanics only. It does not establish what a “normal” ratio should be, and it should not be used to rank another company unless that company’s year, definitions, and methodology are examined on the same basis.
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Present results so readers can audit the comparison
A clear comparison table should expose definitions instead of hiding them in a footnote.
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|---|---|---|---|---|---|---|
| Company A | State year and filing date | Currency and reported total | Currency and reported total | Reported ratio | Population, date, exclusions, estimates | Revenue, market value, or headcount with period |
| Company B | State year and filing date | Currency and reported total | Currency and reported total | Reported ratio | Population, date, exclusions, estimates | Revenue, market value, or headcount with period |
Follow the table with a method note explaining any non-equivalent definitions. If a value is not disclosed, write “not stated” and identify the filing section; never fill a gap with an estimate that looks like a reported figure.
Common mistakes and how to correct them
Ranking by ratio alone
Problem: A higher ratio is treated as proof of excessive pay. Correction: Show CEO total, median employee total, workforce mix, and calculation method together.
Calling total compensation “salary”
Problem: Equity and incentives are omitted from the description. Correction: Use “annual total compensation” and list the components.
Mixing fiscal years
Problem: One company’s 2025 compensation is compared with another’s 2026 compensation without notice. Correction: Put the fiscal year beside every figure and use aligned periods or explain the difference.
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Problem: A missing ratio is interpreted as noncompliance. Correction: Check whether the company is an emerging growth company, smaller reporting company, or foreign private issuer.
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Assuming medians are calculated identically
Problem: The employee denominator is treated as a universal standard. Correction: Read the population, selection date, measure, exclusions, sampling, and estimates in each filing.
Presenting an invented size correction as official
Problem: Pay per employee or pay per revenue is described as an SEC-normalized score. Correction: Label it as your calculation and disclose its denominator, period, and limitations.
Inferring fairness from one number
Problem: The ratio is used to judge governance, performance, or employee sentiment by itself. Correction: Treat it as one descriptive indicator and define any broader fairness or performance framework separately.
How to draw a defensible conclusion
A strong conclusion distinguishes three findings. First, report the pay levels: which CEO total and median employee total are higher, using the same compensation definition. Second, report the relationship: how the disclosed ratios differ after method notes are displayed. Third, explain the context: whether workforce composition, geography, business model, company scale, or one-time awards plausibly contributes to the difference.
If the filings use materially different employee populations or calculation methods, the appropriate conclusion may be that the ratios are not directly comparable. That is a useful result, not a failure to rank. It tells readers that a numerical difference could reflect disclosure choices as well as compensation policy.
For a trend within one company, keep the method consistent across years and flag any change in population, selection date, compensation measure, or exclusions. For a cross-company comparison, use a narrow peer group, aligned years, and a transparent extraction sheet so another reader can reproduce the arithmetic.
The most reliable practice is therefore a side-by-side record of annual total compensation, component mix, median employee compensation, methodology, and size context. The ratio belongs in that record, not above it.
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