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For a U.S. public company, open its latest definitive proxy statement—usually labeled DEF 14A. In Executive Compensation, the Summary Compensation Table gives each named executive officer’s reported compensation; use the chief executive officer or principal executive officer row and its Total column. Then search the same filing for Pay Ratio, CEO Pay Ratio, or median employee to find median employee annual total compensation and the company’s CEO-to-median ratio.
Read the fiscal year, footnotes, calculation method, and ratio labels before drawing conclusions. SEC rules permit methodological choices, so two companies’ published ratios are not automatically comparable.
Find the correct proxy statement first
Proxy statements are filed with the U.S. Securities and Exchange Commission (SEC) and are also commonly posted in a company’s investor-relations filing archive. Search for the company name together with DEF 14A or definitive proxy statement. A preliminary proxy is generally marked PRE 14A; the definitive filing is the version to use for the final disclosure.
Confirm the fiscal year
Check the cover page and the headings inside the filing. A proxy filed during a calendar year often reports compensation for the preceding fiscal year. For example, a 2026 proxy can contain a 2025 Summary Compensation Table. Do not assume the filing year and compensation year are the same.
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- Record the issuer’s legal name and the filing date.
- Record the fiscal year covered by the compensation tables.
- Check whether the company uses a fiscal year that ends in a month other than December.
- Use the HTML filing’s contents and browser search when available; a PDF search works when the issuer supplies only a PDF.
Search terms that work
Within the filing, search these phrases exactly or in close variants:
- Executive Compensation
- Summary Compensation Table
- Pay Ratio
- CEO Pay Ratio
- median employee
- annual total compensation
Headings can vary slightly by issuer, but the required disclosures are usually easy to locate with these terms.
Read executive compensation in the Summary Compensation Table
Regulation S-K Item 402(c) requires the Summary Compensation Table (SCT) for named executive officers (NEOs) for the last three completed fiscal years, subject to the rule’s disclosure requirements. It is the starting point for the company’s reported executive compensation—not a statement that every dollar was paid in cash during the year.
Identify the CEO or PEO row
Look for the executive identified as the chief executive officer. The table may use the regulatory term principal executive officer (PEO), and a company can identify more than one PEO when leadership changed during the period. If two people served as CEO in different parts of a fiscal year, read the notes and the separate rows rather than selecting one name without checking the service dates.
Move across that executive’s row to the column headed Total. That value is the SCT’s reported total compensation for the fiscal year shown in the column heading. Capture the year and the unit—most tables present dollar amounts, but the heading or footnote controls.
Understand the SCT columns
| Column | What it represents | How to use it |
|---|---|---|
| Salary | Salary earned or paid under the table’s instructions. | Do not treat it as the executive’s full compensation. |
| Bonus | Bonus amounts reported under the applicable disclosure rules. | Check notes for how the company classified awards. |
| Stock awards | Grant-date fair value of stock awards reported under the SCT rules. | It is not necessarily the value realized when shares vest or are sold. |
| Option awards | Grant-date fair value of option awards calculated under the required method. | Review footnotes for valuation assumptions and grant details. |
| Non-equity incentive plan compensation | Amounts from non-equity incentive plans included under the rule. | Distinguish these from equity awards. |
| Change in pension value and nonqualified deferred compensation earnings | The reportable change or earnings required for the year. | A large amount can reflect an actuarial or account-value change rather than a current cash payment. |
| All other compensation | Items such as perquisites, company contributions, or other reportable amounts. | Read the accompanying footnote for the individual components. |
| Total | The SCT total produced from the reported components. | Use this figure when asking what the proxy reports as the CEO’s total compensation. |
Read the footnotes before quoting a number
Footnotes can explain sign-on awards, hiring or departure payments, awards granted to a departing executive, valuation assumptions, personal use of company aircraft, tax reimbursements, pension calculations, and changes in service. They can also explain why a total differs from the amount shown in a company’s press release or from cash received during the year.
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When you record a figure, save the executive’s name, fiscal year, table title, total amount, and the relevant footnote. That makes the number auditable and prevents mixing one year’s total with another year’s explanation.
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Item 402(u) requires a separate disclosure covering the median of annual total compensation for employees other than the PEO, the PEO’s annual total compensation, and the ratio between them. The disclosure is usually under a heading such as Pay Ratio or CEO Pay Ratio, often near the executive-compensation discussion rather than inside the SCT.
What to capture from the pay-ratio section
| Figure or statement | What it answers |
|---|---|
| Median employee annual total compensation | What the employee at the midpoint of the company’s selected workforce distribution received under the company’s stated annual-total-compensation measure. |
| PEO annual total compensation | The CEO or principal executive officer amount used for the ratio calculation. It may be described separately from the SCT presentation. |
| Pay ratio | How many times the median employee’s compensation the PEO’s compensation represents, or the reverse if the company labels the ratio that way. |
| Methodology and assumptions | How the company selected the workforce, identified the median, and calculated annual total compensation. |
Do not infer the ratio’s direction from the number alone. A statement such as “the ratio is 180 to 1” normally means CEO pay divided by median employee pay, but the company must define the numerator and denominator. Quote the issuer’s wording or restate it explicitly as “PEO pay was X times median employee pay.”
Median does not mean average
The median is the middle observation after the selected employees are ordered by the company’s chosen compensation measure. Half of the included employees are above it and half below it. It is not the arithmetic mean, and it is not necessarily the pay of a typical full-time employee, hourly employee, or employee in a particular country.
Why company pay ratios are difficult to compare
The SEC permits a company to use a consistently applied compensation measure to identify its median employee, employee sampling or another reasonable method, and reasonable estimates. The proxy must briefly describe material assumptions, adjustments, and estimates. Those choices can materially change the denominator and therefore the ratio.
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Check the workforce scope
Read whether the calculation includes full-time, part-time, temporary, seasonal, and non-U.S. employees. Note any permitted exclusions and the number of employees considered. A multinational company may describe how it handled employees outside the United States and whether it used currency conversion or cost-of-living adjustments.
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Check the determination date
The company selects a date on which it measures the employee population. That date may not be the fiscal year-end. Seasonal hiring, acquisitions, divestitures, or a major workforce reduction can make the chosen date especially important.
Check the compensation measure
Companies can use a consistently applied measure—such as payroll data or another compensation metric—to identify the median employee. They then calculate that employee’s annual total compensation under the required framework. Look for descriptions of stock awards, incentives, benefits, exchange rates, annualization of partial-year pay, and other adjustments.
Check sampling and estimates
A company may analyze every employee or use a sample. Sampling can be reasonable, but it means the median is derived from the company’s selected methodology rather than from a universally prescribed dataset. Estimates and assumptions should be described in the filing; record them when comparing issuers.
Check whether the median employee was reused
The rule generally allows a company to use the same median employee for up to three years if it reasonably believes that changes in employee population or compensation arrangements have not significantly affected the ratio. If significant changes are expected, the company must identify a new median employee. The proxy should say whether the employee was retained or re-identified and why.
Do not confuse SCT total with “compensation actually paid”
Many proxies contain a separate Pay Versus Performance table under Item 402(v). It includes a rule-defined measure called compensation actually paid (CAP). CAP is not interchangeable with the Summary Compensation Table’s Total, and neither label should automatically be described as cash received.
CAP uses the prescribed calculation, including specified adjustments to equity values and other SCT components. The result can be much higher or lower than the SCT total in a year when share values change. Use the exact label from the table whenever you report it.
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NVIDIA’s 2026 proxy illustrates the distinction. It reports a Fiscal 2026 CEO SCT total of $36,343,830 and CAP of $162,180,936. The company explains: “Amounts set forth below as ‘compensation actually paid,’ or CAP, have been calculated in accordance with Item 402(v) of Regulation S-K under the Securities Act, and do not represent the value of compensation actually paid to or received by our NEOs.” Those figures are examples of two different disclosure measures, not evidence that the CEO received $162,180,936 in cash.
Worked examples from recent proxy filings
Examples help you recognize the layout, but they are not benchmarks for reasonable or typical CEO pay. Always use the issuer’s own fiscal year and footnotes.
| Company and filing | Where the figure appears | Reported figure | Interpretation |
|---|---|---|---|
| Amazon.com, Inc., 2026 proxy | 2025 Summary Compensation Table, Andrew R. Jassy row, Total column | $2,069,861 | Reported SCT total for 2025; it is not a general CEO-pay benchmark. |
| NVIDIA Corporation, 2026 proxy | Fiscal 2026 Summary Compensation Table, CEO row, Total column | $36,343,830 | Reported SCT total under the table’s rules. |
| NVIDIA Corporation, 2026 proxy | Fiscal 2026 Pay Versus Performance table | $162,180,936 | Rule-defined CAP, which NVIDIA says does not represent value actually paid to or received by its named executive officers. |
The Amazon figure shows the normal route: identify the fiscal year, locate the SCT, select the PEO row, and read Total. The NVIDIA figures show why the table name and measure must accompany every number.
A safe framework for comparing two companies
A ratio comparison is meaningful only after both filings pass the same checks. Put the information in a worksheet rather than comparing headline numbers copied from separate articles.
| Comparison item | What to record | Why it matters |
|---|---|---|
| Fiscal year | Year represented by each proxy’s compensation disclosure | Different economic periods can produce different bonuses, equity values, and hiring levels. |
| Ratio direction | Exact numerator and denominator labels | “CEO-to-median” and “median-to-CEO” are not interchangeable. |
| PEO identification | Name, service period, and whether more than one PEO appears | Leadership changes can affect the comparison. |
| Workforce scope | Employee categories, countries, exclusions, and determination date | The included population sets the pool from which the median is selected. |
| Median-selection measure | Payroll measure, sample, estimates, annualization, currency or cost-of-living adjustments | Different inputs can produce different median compensation. |
| Median-employee treatment | Newly identified employee or reuse under the three-year provision | A retained employee may make the ratio less sensitive to a single-year workforce change. |
| Executive measure | SCT Total, PEO amount used in the ratio, or CAP | These are defined differently and cannot be substituted. |
After recording these fields, describe the result narrowly: “Company A reported a CEO-to-median ratio of X for fiscal year Y using its stated methodology.” Avoid presenting the ratio as a standardized measure of wage adequacy or as an apples-to-apples ranking of employers.
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The proxy search finds no “CEO” heading
Search for PEO, principal executive officer, or named executive officers. A table may identify the person by title rather than by the word CEO, particularly after a leadership transition.
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The filing has several compensation tables
Use the table explicitly titled Summary Compensation Table for the standard executive total. Other tables—grants of plan-based awards, outstanding equity awards, option exercises, pension benefits, or termination payments—provide detail but are not replacements for the SCT Total.
The ratio is stated but median pay is hard to find
Search for annual total compensation and read the paragraphs around the ratio. Some issuers state the median employee amount in prose or a footnote rather than in a prominent table. Capture the PEO amount and the median amount together so that the direction can be verified.
The CEO amount in the ratio does not match the SCT Total
Check whether the company used a different PEO period, an annualized amount, or a calculation required for the pay-ratio disclosure. Confirm the fiscal year and read the explanation before treating the difference as an error.
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Read the determination-date and median-employee discussion. Acquisitions, divestitures, layoffs, international expansion, and major compensation changes can affect whether the issuer re-identified the median employee and how representative the ratio is for that year.
A large equity value looks like cash pay
Return to the column heading and measure name. Stock and option amounts in the SCT generally use grant-date fair values, while CAP applies a separate Item 402(v) calculation. Report the measure exactly instead of calling either figure cash compensation.
Quick Recap
A repeatable extraction checklist
- Open the latest definitive proxy statement and verify that it is a DEF 14A.
- Write down the filing date, fiscal year, issuer, and any leadership change affecting the PEO.
- Open Executive Compensation and locate the Summary Compensation Table.
- Find the CEO or PEO row, read the relevant fiscal-year column, and record the Total.
- Read the SCT footnotes for equity valuation, pension changes, other compensation, and unusual payments.
- Search for Pay Ratio, CEO Pay Ratio, or median employee.
- Record the median employee’s annual total compensation, the PEO amount used, and the ratio direction.
- Record workforce scope, determination date, selection measure, sampling, estimates, adjustments, and whether the median employee was reused.
- If the proxy includes Pay Versus Performance, keep CAP in a separate field from SCT Total.
- When comparing companies, align fiscal years and disclose the methodological differences instead of ranking ratios without qualification.
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