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Filings & Disclosure Guides
Proxy Disclosure Decoder: Pay Ratio & Pay-Versus-Performance Reader (Items 402(u) & 402(v))
The Proxy Disclosure Decoder is a reader's guide to two pay disclosures in any public company's proxy: the Item 402(u) CEO Pay Ratio and the Item 402(v) Pay-Versus-Performance table. It explains what each disclosure reports, why pay ratios do not compare between companies, and how 'compensation actually paid' differs from the Summary Compensation Table total, with a table of which figure to use for which question and five steps for reading the table without being misled. The companion workbook captures each issuer's disclosed figures, recomputes the ratio and flags rows that do not reconcile; its worked example uses four fictional filers marked SAMPLE. It covers public-company SEC filings only — private-company CEO pay is not disclosed anywhere public, so it is out of scope; every figure you work with comes from the proxies you choose to read.
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What's included
- Plain-language walkthrough of the Item 402(u) CEO Pay Ratio disclosure and its median-employee methodology
- Explains the Item 402(v) Pay-Versus-Performance table and 'compensation actually paid'
- How to reconcile PvP figures against the Summary Compensation Table
- Includes a worked example with fictional sample data
- A reader's checklist for extracting comparable signals from either disclosure
Prefer live data?
This is included in Benchmark ($59/mo) as the Pay Ratio & Pay-Versus-Performance Decoder tool, inside the app with current SEC and IRS filing data. The file you buy here is yours to keep.
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