Pay-Versus-Performance Disclosure (Item 402(v)), Explained

Why two numbers for the same CEO don't match

You pull up a company's proxy statement ahead of a comp-committee conversation and find two different totals for the same executive, in the same fiscal year, in the same document. One sits in the Summary Compensation Table. The other sits in a newer table labeled "Pay Versus Performance." They are not typos, and they are not the same figure calculated twice. They measure different things, and if you walk into a negotiation citing the wrong one — or conflating them — you lose credibility on the one point where precision matters most: knowing exactly what a number represents before you use it. By the end of this guide, you will be able to read a pay-versus-performance disclosure explained line by line, tell it apart from the Summary Compensation Table it sits beside, and pull the XBRL-tagged figures a comp committee is already required to disclose.

What Item 402(v) actually requires

Pay-versus-performance is not a voluntary add-on. Item 402(v) of Regulation S-K was adopted on August 25, 2022, and became effective starting with 2023 proxy statements, per Mintz's 2022 analysis of the rule. It requires companies to present a structured table linking executive pay to company performance measures across a multi-year window, and — critically — it mandates that the underlying data be tagged in Inline XBRL, a structured data format that produces a single document readable by both people and machines, as described by SEC.gov in 2024.

That tagging requirement is what separates pay-versus-performance disclosure from ordinary narrative prose in a proxy. A Summary Compensation Table has always been readable by a human skimming a PDF. A pay-versus-performance table is also readable by a script, which means the figures inside it can be extracted, compared across companies, and checked against a company's own historical filings without re-keying numbers by hand. If you want a fuller walkthrough of the table's exact rows and columns, the dedicated breakdown of the Item 402(v) pay-versus-performance table covers the structure in detail.

One placement detail matters for anyone trying to locate the data: pay-versus-performance disclosure lives in the proxy or information statement, not in the annual report on Form 10-K, per Greenberg Traurig's 2023 guidance on the rule. If you're searching a 10-K for this table, you're searching the wrong document.

Compensation Actually Paid vs. the Summary Compensation Table

The reason a proxy shows two different totals is that they answer two different questions. The Summary Compensation Table answers "what was granted or credited to this executive this year, using grant-date values for equity." The Pay-Versus-Performance table answers a different question: "what is this executive's compensation actually worth today, once you revalue the equity portion using current stock price and vesting status instead of the grant-date estimate?"

That second figure — Compensation Actually Paid — is the number regulators designed to move with the stock. If shares granted three years ago are now worth more because the price rose, Compensation Actually Paid reflects that gain. If the stock fell, it reflects that loss, even though the Summary Compensation Table already locked in a grant-date value that never changes. This is also why long-term incentives, chiefly performance equity, remain the primary driver of CEO pay in current disclosures — the Harvard Law School Forum on Corporate Governance's 2026 analysis of fiscal year 2024 filings found median S&P 500 CEO actual total direct compensation was approximately $17 million, with equity carrying most of the swing.

For a reader preparing a negotiation case, this distinction is not academic. If you cite a peer CEO's Summary Compensation Table total as their "real" pay, and the comp committee counters with that same executive's Compensation Actually Paid figure — which moved with three years of stock performance — you're arguing from the wrong column. A closer, worked-through comparison of Compensation Actually Paid against the Summary Compensation Table walks through how the same equity grant produces two different dollar figures depending on which table you're reading, and a standalone explainer answers what Compensation Actually Paid is from first principles if you're building this vocabulary from scratch.

Reading the XBRL-tagged data behind the table

Because Item 402(v) mandates Inline XBRL tagging, every figure in the pay-versus-performance table — Summary Compensation Table total, Compensation Actually Paid, the company's cumulative total shareholder return, peer-group TSR, net income, and the company-selected measure — is individually machine-readable inside the filing itself, not just visually present on a printed page. SEC EDGAR provides free public access to these filings, per SEC.gov's 2025 guidance, which means you don't need a paid data terminal to pull the raw figures; you need to know which tag corresponds to which line.

This matters because it changes what "sourcing a number" means in this context. A pay figure lifted from a headline or a secondhand summary carries no audit trail. A pay figure pulled from the XBRL-tagged Pay-Versus-Performance table carries its origin with it — the specific filing, the specific fiscal year, the specific tag. If you're negotiating and someone asks "where did that number come from," the answer "the company's own XBRL-tagged proxy disclosure for fiscal year X" is a materially stronger answer than "a compensation website." A dedicated look at XBRL-tagged executive compensation data walks through how to locate and interpret these tags directly on EDGAR.

Where PvP sits next to pay ratio and the rest of the proxy

Pay-versus-performance disclosure doesn't stand alone in the proxy. It sits near — but is legally distinct from — CEO Pay Ratio disclosure under Item 402(u) of Regulation S-K, adopted August 5, 2015 under Section 953(b) of Dodd-Frank, which requires companies to disclose the ratio of CEO total compensation to median-employee total compensation, per the Harvard Law School Forum on Corporate Governance's 2015 summary of the rule. Pay ratio answers "how does the CEO's pay compare to the median worker's pay." Pay-versus-performance answers "how does the CEO's realized pay compare to shareholder returns." They're both structured, both required, and both frequently confused by readers skimming a proxy for the first time. If pay ratio is the piece you need next, the dedicated guide to CEO Pay Ratio disclosure covers that mechanic on its own.

Both tables also sit in a proxy that must disclose compensation for the top five most highly paid executive officers — the named executive officers, including the CEO and CFO — in the Summary Compensation Table, per Meridian Compensation Partners' 2025 guidance on proxy disclosure requirements. That's the roster the Pay-Versus-Performance table draws its "PEO" (principal executive officer) and "non-PEO NEO" figures from.

The Pay-Versus-Performance table was built to be checked against a stock chart, not read in isolation — it only tells you something when you line it up against the company's own total shareholder return in the same row.

There's also a governance signal worth noting alongside these disclosures: say-on-pay votes rarely fail. 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. That low failure rate means shareholders are not typically the check on pay design — the disclosure itself, read carefully by the executive and the committee, is often the more active mechanism.

Turning the table into a negotiation input

None of this is useful until you can extract a comparable figure and put it next to your own situation. A rigorous approach looks like this: locate the target company's (or your own company's) most recent proxy on EDGAR, find the Pay-Versus-Performance table, and read the Compensation Actually Paid column for the PEO across the disclosed years, not just the most recent one — trends matter more than a single data point. Cross-reference that trajectory against the company's cumulative total shareholder return in the adjacent column to see whether pay and performance moved together or diverged. Then repeat the process for a peer set built on comparable revenue band, sector, and ownership structure, because a single company's PvP table tells you about that company's pay design, not the market's.

This is the mechanical work CEOSalary automates: it parses SEC DEF 14A Summary Compensation Tables, cross-validates against XBRL-tagged Pay-Versus-Performance and CEO Pay Ratio disclosures, builds a peer set by revenue band, sector, region, and ownership type, and positions a figure at the 25th, 50th, 75th, or 90th percentile — with every number citing the filing it came from. If you'd rather work through a specific pair of filings by hand first, the Proxy Disclosure Decoder for Pay Ratio & Pay-Versus-Performance walks through Items 402(u) and 402(v) side by side on annotated real disclosures, so you can practice pulling Compensation Actually Paid and pay-ratio figures before you need them across a table from a comp committee.

Whichever path you take, the discipline is the same: never cite a pay figure without naming the table, the fiscal year, and the filing it came from. That's the difference between a number a comp committee can dismiss and one it has to answer.