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 the two machine-readable 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 walks you section by section through how each disclosure is built, how 'compensation actually paid' differs from the Summary Compensation Table total, and how to reconcile the two so you can extract comparable signals with confidence. Annotated SAMPLE tables show the markup on a fictional filer. It covers public-company SEC filings only — private-company CEO pay is not disclosed anywhere public, so it is out of scope here; the guide teaches you to read the filings, and every figure you work with comes from the proxies you choose to read.