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To understand executive pay in a U.S. public-company proxy statement, read the Compensation Discussion and Analysis (CD&A) first, then the Summary Compensation Table and its footnotes, followed by the pay-versus-performance and CEO-pay-ratio disclosures. Each section answers a different question: why pay was designed, what was reported for accounting purposes, how reported pay compares with performance, and how the CEO’s disclosed total compares with one employee measure. None of these figures, by itself, tells you how much cash an executive took home or proves that pay caused a company result.
How do I read executive pay in a proxy statement?
A proxy statement is a filing shareholders receive before an annual meeting. Its executive-compensation section is not one number or one narrative. It combines the company’s explanation of its compensation program with standardized tables that measure salary, incentives, equity, benefits and other items under different timing rules.
Use this order when reading a filing:
- Find the CD&A. Read the company’s stated philosophy, objectives, decision process, pay components and performance measures.
- Read the Summary Compensation Table (SCT) and every footnote. Identify what each column measures and whether an amount is an accounting value, a payment, a change in value or a benefit.
- Separate reported compensation from cash or realized value. Equity in the SCT is generally shown at accounting grant-date fair value, not necessarily at the amount realized when shares or options later vest or are exercised.
- Use the pay-versus-performance table as a comparison. Match the same years and inspect definitions, peer groups and footnotes before drawing a conclusion.
- Read the CEO pay ratio with its methodology. A ratio depends heavily on workforce structure and calculation choices, so it is not a reliable cross-company ranking.
- Check the say-on-pay proposal. The vote gives shareholders an advisory channel; the reviewed filing describes it as nonbinding.
The examples below come from two 2026 proxies and are issuer-specific. Celanese Corporation reports on the year ended December 31, 2025. DXC Technology Company reports on fiscal 2026, ended March 31, 2026. Their figures are not aligned fiscal years and should not be combined.
Start with the Compensation Discussion and Analysis
The CD&A is the company’s explanation of how and why it pays its named executive officers (NEOs). Treat it as the map for the tables that follow, not as a substitute for them. It tells you what the company says it is trying to reward and which decisions produced the reported amounts.
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What the CD&A should answer
- Philosophy: Does the company emphasize fixed salary, annual incentives, long-term equity, retention, risk management or another stated objective?
- Objectives: Which business outcomes or individual behaviors is compensation intended to encourage?
- Decision process: Which committee or board body approves pay, and what role do management recommendations, an outside adviser or shareholder feedback play?
- Program components: How are base salary, annual cash incentives, stock awards, options, retirement benefits and perquisites used?
- Performance measures: Which financial, operational, market or strategic measures determine incentive payouts, and over what periods?
DXC Technology Company states in its 2026 proxy that its CD&A covers its fiscal 2026 compensation philosophy, objectives, process, program components and related matters, and is intended to be read with the compensation tables that follow. That instruction is useful: read the narrative to understand the design, then test the explanation against the numbers and footnotes.
Questions to mark while reading
- Is the stated performance measure actually used in an incentive plan, or is it only a disclosure metric?
- Does the company explain a large year-over-year change in salary, bonus or equity?
- Are awards granted for one year, a multi-year period, a retention event or a transaction?
- Does the company describe discretion, adjustments or one-time decisions that affect the payout?
- Are the performance periods in the narrative the same periods shown in the tables?
Write down the company’s definitions before interpreting a figure. Words such as “target,” “earned,” “vested,” “realized,” “total” and “actually paid” are not interchangeable.
How to read the Summary Compensation Table
The SCT is the main standardized compensation table. It reports several categories for each NEO and a total, but the total is an accounting disclosure rather than a bank statement. The table’s footnotes can change the meaning of a number by explaining vesting conditions, valuation assumptions, deferred compensation or one-time benefits.
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DXC’s 2026 example includes these columns:
| Column | What to look for |
|---|---|
| Salary | Base salary reported for the year, including any required treatment of salary earned but deferred or otherwise paid under the plan. |
| Bonus | Amounts reported as bonus compensation, separate from amounts classified as non-equity incentive plan compensation. |
| Stock awards | Accounting grant-date fair value of stock awards, with valuation details and grant conditions in the footnotes. |
| Option awards | Accounting grant-date fair value of options, generally based on an option-pricing model described in the filing. |
| Non-equity incentive plan compensation | Cash incentive amounts earned under a plan and reported for the applicable performance period. |
| Change in pension value and nonqualified deferred compensation earnings | Changes or earnings reported under the applicable pension and deferred-compensation rules; a large amount may not be a current cash payment. |
| All other compensation | Items such as specified benefits or perquisites identified in the filing’s footnotes. |
| Total | The sum of the reported columns under the disclosure rules; it is not automatically cash received during the year. |
Other issuers may use different labels or have additional explanatory columns. Do not assume that a blank, zero or separate footnote means the same thing in every filing.
Read the footnotes before comparing executives
- Equity valuation: Confirm whether a stock or option amount is a grant-date fair value and which accounting assumptions were used.
- Performance awards: Check whether the value shown reflects target, maximum or another required valuation convention.
- Timing: Determine which year an award was granted, earned, vested or paid. Those events can occur in different years.
- Deferred compensation: A reported change in pension value or deferred-compensation earnings can be noncash for the current year.
- Other compensation: Read the itemized list for personal use of company assets, relocation, security, retirement contributions or other benefits if disclosed.
Why reported total compensation is not cash received
The SCT total answers an accounting-reporting question: what compensation value is assigned to the executive for the reporting year under the applicable disclosure rules? It does not answer how much cash arrived in the executive’s account, nor what the executive ultimately realized from equity.
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DXC’s 2026 proxy makes the distinction explicit. Its SCT includes accounting grant-date fair values for equity awards. Its separate realized-pay analysis counts equity awards that vested during the year at the stock price on the vesting date. An award granted in one year can therefore appear in the SCT at grant, while the value realized from vesting appears in a later analysis and may be higher or lower because the stock price changed.
| Measure | Timing | What it is useful for | What it does not show by itself |
|---|---|---|---|
| SCT equity value | At the grant date, using an accounting fair-value method | Comparing the compensation opportunity recorded for that year under the disclosure rules | Cash received or market value ultimately realized |
| Realized or vested equity value in DXC’s analysis | When awards vest, valued at the stock price on the vesting date | Examining value delivered when the award became available under that analysis | The original grant-date accounting value or the executive’s eventual sale proceeds |
| Cash salary and incentive payment | When paid or earned under the plan and reporting rules | Assessing current-period cash components | The value of long-term equity or deferred benefits |
When two measures differ, that is not automatically an error. They use different dates and answer different questions. A careful comparison labels the measure, date and valuation basis in every chart or note.
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A practical reconciliation worksheet
- Copy the SCT total and each large component into a worksheet.
- Mark stock and option amounts as grant-date accounting values unless the footnote says otherwise.
- Record the vesting or payment dates described in the award footnotes.
- Locate any realized-pay, vested-award or other supplemental analysis and record its valuation date.
- Keep cash, accounting value and realized value in separate columns; never add them together as if they were independent payments.
What does compensation actually paid mean?
“Compensation actually paid” is an SEC-defined disclosure measure used in the pay-versus-performance section. It is intended to present a performance-period view that differs from the SCT total, particularly in how equity values and certain other items are treated. The filing’s table and footnotes control the exact calculation for that issuer and year.
Do not infer the complete formula from a headline number. The current text of Regulation S-K Item 402(v) contains technical calculation requirements, and an issuer’s footnotes explain the adjustments it made. For a reliable analysis, read those footnotes and, when a technical calculation matters, verify the current rule text rather than relying on a summary.
How to use the measure without overstating it
- Use the same executive and year shown in the table.
- Keep “compensation actually paid” separate from cash pay and from the SCT total.
- Check whether the filing presents the principal executive officer (PEO) for each year and an average for other named executive officers.
- Read the valuation and adjustment footnotes before calculating a trend.
- Treat the measure as a standardized comparison disclosure, not proof that compensation caused a stock-price or profit result.
Does CEO pay match company performance?
The pay-versus-performance (PVP) table is designed for side-by-side review over multiple years. In Celanese Corporation’s 2026 proxy, the table places the PEO’s SCT total and “compensation actually paid” alongside the corresponding measures for other NEOs, the company’s total shareholder return (TSR), peer-group TSR, net income and a company-selected measure.
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Read across matching years
| Column or measure | Reading question |
|---|---|
| PEO SCT total | What accounting compensation total was reported for the principal executive officer in that year? |
| PEO compensation actually paid | What amount does the issuer report under the SEC-defined PVP measure after the required adjustments? |
| Average other NEO SCT total | How did the reported accounting total for other named executives compare with the PEO? |
| Average other NEO compensation actually paid | How did the adjusted PVP measure move for the other named executives? |
| Company TSR | What shareholder-return series does the company display, and what measurement basis does the footnote specify? |
| Peer-group TSR | Which peer group and return period are used as the benchmark? |
| Net income | How did the company’s reported profit measure change over the same years? |
| Company-selected measure | Which additional measure did the company choose to show, and how does it relate to the incentive program? |
What a pattern can and cannot tell you
If compensation actually paid rises while TSR falls, that is a prompt to investigate award timing, stock-price changes, vesting and the company’s stated performance framework. It is not, by itself, evidence of misconduct or a failed pay program. Conversely, a similar direction between pay and TSR does not prove that the pay plan caused the return.
Before making a comparison, confirm that:
- the years are identical across every column;
- the peer group is identified and has not changed without explanation;
- TSR is measured on the basis stated in the filing, including any reinvestment or starting-value convention;
- net income and the company-selected measure are defined consistently across the displayed period; and
- the PEO and other-NEO population is identified for each year.
Use the PVP table as an organized set of signals. The table’s coexistence of pay and performance measures does not establish a causal relationship between them.
What is the CEO pay ratio?
The CEO pay ratio compares the CEO’s annual total compensation with the annual total compensation of the company’s median employee. It is a disclosure about one company’s workforce and one calculation for one year, not a universal measure of fairness or a dependable league table.
Celanese’s 2025 example
Celanese Corporation’s 2026 proxy, covering the year ended December 31, 2025, reports a CEO pay ratio of 109.5 to 1. The same disclosure reports CEO annual total compensation of $10,137,072 and annual total compensation of $92,540 for the median-compensated employee. These are Celanese’s issuer-reported figures for that fiscal year, not an independently calculated industry statistic.
Why ratios are weak cross-company scorecards
The median employee can be identified using permitted methodologies that differ among issuers. Exclusions, estimates and assumptions can change the result. So can the company’s workforce structure, geographic locations and compensation practices. A business with many hourly employees in lower-wage regions will not have the same median as a company with a largely domestic professional workforce, even if the CEOs receive similar compensation.
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“The CEO pay ratios reported by other companies, which may have employed other permitted methodologies, exclusions, estimates or assumptions, and which may have a significantly different work force structure, geographic locations, or compensation practices from ours, are likely not comparable to our CEO pay ratio.” — Celanese Corporation, 2026 proxy statement
When reading any ratio, record the employee population, measurement date, geographic scope, exclusions, estimation method and compensation definition. Compare ratios only after establishing that those inputs are sufficiently similar; in many cases they are not.
What does the say-on-pay vote do?
The annual say-on-pay proposal asks shareholders for an advisory view on the compensation of the named executive officers. DXC Technology Company’s 2026 proxy states: “The advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement is advisory, and therefore not binding on DXC, the Compensation Committee or our Board.”
That language means the vote is not a mechanical instruction that sets or changes executive pay. The filing says the company values shareholder opinions, but the reviewed disclosure does not establish that a particular vote automatically determines the next year’s compensation. To assess influence, read the CD&A for how the board describes prior vote results, shareholder outreach and any changes to the program.
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- Check whether the proposal passed and the level of support, rather than treating a bare majority as the only information.
- Read the following year’s CD&A for any stated response to shareholder feedback.
- Distinguish the say-on-pay vote from a separate vote on how often shareholders should receive future say-on-pay proposals.
- Do not describe an advisory result as legally binding unless the filing expressly says so.
Keep issuer examples and fiscal years separate
| Issuer and filing | Period covered | Useful example | Do not infer |
|---|---|---|---|
| Celanese Corporation, 2026 proxy statement | Year ended December 31, 2025 | PVP table with PEO and other-NEO pay measures, company TSR, peer-group TSR, net income and a company-selected measure; CEO ratio of 109.5 to 1 | That Celanese’s figures are an industry benchmark or that its fiscal year matches DXC’s |
| DXC Technology Company, 2026 proxy statement | Fiscal year ended March 31, 2026 | CD&A instructions, SCT category example, distinction between grant-date equity values and vested-award realized values, and nonbinding say-on-pay language | That DXC’s compensation amounts can be compared directly with Celanese’s without adjusting periods, definitions and workforce context |
Keeping the periods separate prevents a common error: placing a calendar-year figure beside a March-year-end figure and treating the result as a common-year comparison.
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A repeatable workflow for shareholders
- Download the complete DEF 14A. Use the company’s proxy filing, not a screen-scraped compensation headline.
- Search for “Compensation Discussion and Analysis.” Read the opening pages and note the stated goals, decision makers, incentive plans and measures.
- Locate “Summary Compensation Table.” Copy the column headings and the reporting years before copying amounts.
- Read every SCT footnote tied to a large number. Identify grant dates, vesting terms, valuation methods, deferred amounts and one-time benefits.
- Find “pay versus performance.” Make a year-by-year grid for PEO pay, other-NEO pay, TSR, peer TSR, net income and the company-selected measure.
- Check the definitions. Record the peer group, return basis, selected measure and any explanation of compensation-actually-paid adjustments.
- Find “CEO pay ratio.” Record the CEO amount, median-employee amount, ratio and methodology disclosures together.
- Read “say on pay.” Confirm that the proposal is advisory and look for the company’s description of shareholder engagement.
- Write conclusions with labels. Say “SCT total,” “compensation actually paid,” “cash incentive” or “vested equity value” instead of using “pay” as if all measures were identical.
Common mistakes and how to avoid them
Calling the SCT total the executive’s paycheck
Why it fails: The total can include grant-date equity values, pension changes and deferred-compensation earnings. Fix: Separate cash, accounting values and realized or vested values.
Comparing CEO ratios as if they were rankings
Why it fails: Workforce mix, geography, exclusions, estimates and assumptions vary. Fix: Compare methods first, and often limit the conclusion to the issuer’s own trend.
Mixing fiscal years
Why it fails: A calendar year and a March year-end fiscal year can cover different economic periods. Fix: Put the period beside every number.
Treating PVP alignment as causation
Why it fails: The table places measures together but does not prove that one caused another. Fix: Use it to identify patterns, then read the CD&A and footnotes for the plan’s actual mechanics.
Ignoring the peer-group definition
Why it fails: “Peer TSR” has meaning only when you know which companies, index or measurement basis the issuer used. Fix: record the peer group and return convention before comparing.
Assuming an advisory vote sets compensation
Why it fails: The reviewed DXC filing expressly describes the vote as nonbinding. Fix: treat the result as shareholder feedback and look for the board’s stated response.
What a careful conclusion looks like
A defensible reading keeps each disclosure in its lane. The CD&A explains intent and process. The SCT reports standardized annual compensation categories. Realized-pay analysis addresses value delivered when awards vest under its stated method. The PVP table puts pay and selected performance measures on matching timelines without proving causation. The CEO ratio describes one workforce and one methodology. The say-on-pay vote records an advisory shareholder view.
When you cite a number, name the issuer, proxy year, fiscal period, measure and valuation basis. That discipline turns a headline compensation figure into information a shareholder can actually evaluate.
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