DEF 14A vs 10-K: Which Filing Has Executive Pay?

Where Executive Pay Actually Lives

You have a board conversation on the calendar and you pull up your closest peer's 10-K to see what its CEO made last year. You search the document — "compensation," "salary," "bonus" — and come up with almost nothing beyond a line about executive officers in Item 10. That is not a search error. Executive pay for public companies is not filed in the 10-K. It lives in a different document, filed on a different schedule, and it comes with more structured detail than most 10-K readers expect. By the end of this piece you will know exactly which filing to open, what section to scroll to, and how the two documents relate when you are building a case for your own number.

Why the 10-K Doesn't Have the Number You're Looking For

The Form 10-K is a company's annual business and financial report — operations, risk factors, audited financial statements. Companies are permitted to satisfy the 10-K's Item 11 executive compensation requirement by incorporating it "by reference" to their proxy statement, and nearly all large public companies do exactly that. The result is a 10-K that mentions compensation only to point you elsewhere. If you're benchmarking a CEO's package against a peer group, treating the 10-K as your primary source will waste your search time.

Where Executive Pay Actually Lives: The DEF 14A Proxy Statement

The document you want is the DEF 14A — the definitive proxy statement companies file ahead of their annual shareholder meeting, when directors and executive pay packages go up for a shareholder vote. This is where compensation committees lay out what the CEO and other named executive officers were paid, why, and how it connects to performance.

Proxy statements are generally required to disclose compensation for the top five most highly paid executive officers — the CEO, the CFO, and the next three highest-paid — a group referred to as the named executive officers, or NEOs, per Meridian Compensation Partners' 2025 guidance on proxy disclosure. That group, not the full executive roster, is what you'll find broken out figure by figure.

If you're new to opening one of these documents cold, our guide on how to read a DEF 14A proxy statement walks through the sections in order — governance, say-on-pay, and the compensation tables themselves.

Inside the Summary Compensation Table (and Pay Versus Performance)

The core of the DEF 14A, for benchmarking purposes, is the Summary Compensation Table: a multi-year grid of base salary, bonus, stock awards, option awards, non-equity incentive pay, pension value changes, and "all other compensation" for each NEO. It is the closest thing to a standardized pay stub that public-company disclosure produces, and it's the table most benchmarking work starts from. We break down each column in detail in our Summary Compensation Table explainer.

Two newer disclosure requirements sit alongside it in the same proxy, and both matter if you're trying to connect pay to results rather than just read a number in isolation:

• CEO Pay Ratio (Item 402(u) of Regulation S-K) — adopted August 5, 2015 under Section 953(b) of Dodd-Frank, requiring companies to disclose CEO total compensation against median-employee total compensation, per the Harvard Law School Forum on Corporate Governance's 2015 summary of the rule.
• Pay Versus Performance (Item 402(v)) — adopted August 25, 2022 and effective for 2023 proxy statements, requiring companies to tag the disclosure in Inline XBRL, per Mintz's 2022 analysis of the rule.

Both of these live in the proxy, not the 10-K. Greenberg Traurig's 2023 guidance is explicit on this point: Pay Versus Performance disclosure under Item 402(v) is required in proxy or information statements, not in the Form 10-K — which is exactly why searching the annual report for this data comes up empty.

Inline XBRL itself is worth understanding, because it's what makes this disclosure usable beyond a human read-through: the SEC describes it as a structured data language that produces a single document that is both human-readable and machine-readable (SEC.gov, 2024). That structure is what allows the pay and performance figures in a proxy to be extracted, cross-checked, and compared systematically rather than manually retyped from a PDF.

How the Two Filings Fit Together

Think of the 10-K and the DEF 14A as answering different questions about the same company, on different clocks. The 10-K tells you what the business did — revenue, margin, risk. The DEF 14A tells you what the leadership was paid for doing it, and asks shareholders to vote on governance matters including, in most years, a say-on-pay resolution. They're cross-referenced (the 10-K points to the proxy for compensation detail) but they are not interchangeable, and a peer comparison built entirely from 10-Ks will simply miss the pay data.

For context on how much pay data this system produces: median S&P 500 CEO total compensation reached $17.1 million in 2024, up 9.7% year over year, per the Equilar / Associated Press CEO Pay Study for 2025 — a figure that exists, and is comparable across companies, precisely because every one of those companies filed a DEF 14A with a Summary Compensation Table built to the same disclosure standard.

Finding Both Filings on EDGAR

Both documents are free to the public through EDGAR, the SEC's electronic filing system, which the SEC describes as providing free public access to company filings (SEC.gov, 2025). The practical challenge isn't access — it's knowing which filing type to search for, how to isolate the current year's proxy from prior amendments, and where inside a 200-page document the compensation tables sit. Our step-by-step walkthrough on how to find CEO salary data on SEC EDGAR covers the search filters and filing-type codes that get you to the right document on the first try.

The 10-K tells you what a company did. The DEF 14A tells you what its executives were paid for doing it — and only one of those two documents is built for pay benchmarking.

Turning a Filing Into a Negotiation Position

Reading one proxy tells you what one company paid one executive. Reading a properly constructed peer set — a group matched on revenue band, sector, and ownership structure, each figure pulled from its own DEF 14A Summary Compensation Table and cross-checked against its Pay Versus Performance disclosure — is what tells you where you actually sit. That is the difference between an interesting data point and a negotiation position you can defend in the room.

If you're ready to go beyond reading a single filing and want a structured walkthrough for pulling apart a peer's Summary Compensation Table line by line, our Proxy Statement Reading Guide is built for exactly that exercise. And when you're ready to see how a full benchmarking workspace turns filing-level detail into a percentile-positioned, source-cited case, pricing has the details.