Extracting Signals from the Item 402(v) PvP Table

Extracting Signals from the Item 402(v) Pay Versus Performance Table

You pull up the proxy statement two weeks before your comp committee renewal and land on a page that looks nothing like the Summary Compensation Table you know how to read. Five years of numbers, six or seven columns, a line labeled "Compensation Actually Paid" that does not match the total you already had memorized. Beneath the printed grid sits a layer of Inline XBRL tags most readers never open. This is the Item 402(v) pay-versus-performance table, and it is one of the densest pieces of your own compensation history you will ever be handed. It is also, if you read it correctly, one of the more useful. By the end of this piece you will know how to move through the table column by column and pull out a number you can actually bring into a negotiation.

What Item 402(v) Actually Requires

Item 402(v) of Regulation S-K was adopted on August 25, 2022, and became effective for proxy statements filed for 2023 fiscal years, per Mintz's 2022 analysis of the rule. It requires companies to report a specific set of pay-and-performance figures across the most recent five fiscal years, and — critically — to tag that data in Inline XBRL, a structured format designed to be read by both people and machines, according to SEC.gov's 2024 guidance. The disclosure lives in the proxy or information statement, not the Form 10-K, per Greenberg Traurig's 2023 summary — so if you are searching for it, you want the DEF 14A, not the annual report. All of it is freely accessible on EDGAR, the SEC's public filing system, per SEC.gov's 2025 guidance.

That machine-readability is the whole point of this article. A printed table gives you one company's numbers. The underlying XBRL tags, read correctly, give you a comparable data point you can carry across companies and years.

Compensation Actually Paid Is Not the Summary Compensation Table Total

The single most common misread of the pay versus performance disclosure explained is treating "Compensation Actually Paid," or CAP, as a restatement of the Summary Compensation Table (SCT) grant-date total. It is not. CAP starts from the SCT total and then adjusts equity awards for changes in fair value — up or down — as the underlying shares vest across subsequent years, rather than freezing them at grant-date value. The result is a figure that moves with stock performance in a way the SCT total never does.

We cover the mechanics of that adjustment in detail in Compensation Actually Paid vs. Summary Compensation Table and in What Is Compensation Actually Paid. The short version for this piece: if you only ever benchmark against SCT totals, you are missing the column the rule was actually built to add.

Reading the Item 402(v) Table, Column by Column

The table typically runs, left to right: fiscal year; SCT total for the principal executive officer (PEO); CAP for the PEO; average SCT total for the remaining named executive officers; average CAP for those NEOs; company total shareholder return (TSR); peer-group TSR; net income; and a company-selected financial measure. Some companies add supplemental columns for additional measures.

Here is a worked example using round numbers to show the method, not an actual filing. Suppose a company reports an SCT total of $15,000,000 for its PEO in a given fiscal year, largely equity awards granted at target value. If the stock price rises meaningfully before those awards vest, the CAP column might report $19,500,000 for the same year — the SCT figure adjusted upward for the change in fair value. If the stock falls instead, CAP could land below the SCT number, even materially below it. The gap between those two columns, read across five years, tells you whether pay has tracked performance or drifted from it — which is the entire premise the rule was written to test.

For scale, median S&P 500 CEO total compensation was $17.1 million in 2024, up 9.7% year over year, per the Equilar / Associated Press CEO Pay Study for 2025 (fiscal year 2024). The Harvard Law School Forum on Corporate Governance's 2026 analysis of fiscal year 2024 data likewise put median S&P 500 CEO actual total direct compensation near $17 million, noting that long-term incentives — chiefly performance equity — remain the primary driver of that figure. That is precisely the component CAP is built to re-price year over year.

Why the XBRL Tags Matter More Than the Printed Table

The printed table is useful for a single read. The tags underneath it are what make the table useful for comparison. Because Item 402(v) data is tagged in Inline XBRL, the same field — PEO CAP, for instance — is labeled identically across companies and years, which is what lets a reader (or a tool) pull that field programmatically instead of retyping it off a PDF. We walk through how those tags are structured in XBRL-Tagged Executive Compensation Data. If you are building your own comparison set by hand, this is the layer worth learning even if you never open a parser yourself — because it tells you which numbers are structurally guaranteed to mean the same thing across the filings you are comparing.

From Table to Talking Point: Building a Comparable Signal

A single company's PvP table tells you about that company. A negotiation needs more than that — it needs your figure positioned against a peer set built on revenue band, sector, and ownership type, with a minimum group size before the comparison is treated as reliable. This is the layer CEOSalary is built to add: it parses SCT and PvP data straight from the filings, cross-validates the CAP figures against the underlying XBRL tags rather than the printed table alone, builds that peer set, and returns your position at the 25th, 50th, 75th, and 90th percentile with each figure cited back to its source filing. For context at the top of the distribution, average S&P 500 CEO pay reached $18.9 million in 2024, per the AFL-CIO's 2025 Executive Paywatch analysis of fiscal year 2024 — a figure worth knowing not as a target, but as a boundary marker for where your own CAP trend sits relative to the broader market.

If you would rather work through a specific company's table yourself first, our Proxy Disclosure Decoder: Pay Ratio & Pay-Versus-Performance Reader annotates a real filing's 402(u) and 402(v) tables line by line, so you can practice the read before you bring numbers into a room.

What the PvP Table Doesn't Tell You

The 402(v) table has limits worth naming before you rely on it. It does not report the CEO pay ratio — that is a separate disclosure under Item 402(u), which we cover in CEO Pay Ratio Disclosure. It says nothing about severance multiples or change-of-control terms; those live elsewhere in the proxy. And a strong CAP trend does not guarantee shareholder pushback stays quiet — only about 1.2% of Russell 3000 say-on-pay votes failed in 2024, down from 2.1% in 2023, per the Harvard Law School Forum on Corporate Governance's 2025 analysis of fiscal year 2024, meaning boards rarely face a binding vote against a pay package regardless of what the PvP table shows. Read the table for what it is: a five-year, tagged, comparable record of pay against performance — not a complete picture of your compensation position on its own.