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Part 19 · Chapter 4

Public Company Executive Compensation Disclosure and Clawbacks

Law stated as of October 3, 2026 · Equity and Incentive Compensation

Scope and status

This chapter covers the disclosure and shareholder-vote layer on top of a public company's executive compensation program: Item 402 of Regulation S-K (the CD&A, the compensation tables, pay ratio, and the golden parachute table), pay versus performance under Item 402(v), the Dodd-Frank §954 / Exchange Act §10D / Rule 10D-1 clawback listing standards with their Item 402(w) and Exhibit 97 filing mechanics, and say-on-pay under Exchange Act §14A. The live currency item is the SEC's May 19, 2026 proposal (Release No. 33-11419) to collapse filer status into two tiers and strip most of this regime from the roughly four-fifths of registrants that would become non-accelerated filers.

Scope and division of labor. The benefits and executive compensation lawyer owns the substance these rules describe — the plan and award terms, the §280G computation behind the parachute table, the §409A and §457 arrangements behind the deferred-compensation table, the clawback policy's design and its interaction with plan documents, employment agreements, and payroll-tax correction. Filing, vote mechanics, exchange correspondence, XBRL tagging, and any disclosure-liability question run through securities counsel. These units state the compensation lawyer's working layer so the two sides can meet; they are not a substitute for securities counsel's judgment on what goes in the proxy.

Citations are to primary authority (Regulation S-K Item 402 and Item 601; Schedule 14A; Exchange Act §§10D, 14A and Rules 10D-1, 14a-21; Sarbanes-Oxley §304; the NYSE and Nasdaq listing standards; Code §§162(m), 280G, 1341). Section 16, Rule 701, and Form S-8 live in this Part's companion Equity Compensation Overlays: Securities Law and §4960; §162(m), §280G, §409A, and §457 doctrine live in Part 18 (Nonqualified Deferred Compensation, 409A, 457, and Executive Compensation).

Sections

The opening sections of Part A are shown in full. The other sections are listed by title; their text is available to subscribers.

Part A — Item 402: The Disclosure Architecture

A1.Who discloses, and how much

Part 19, ch. 4, § A1

Item 402 disclosure is required in the annual report on Form 10-K (usually by incorporation by reference), the annual meeting proxy statement on Schedule 14A (Item 8), and registration statements. Scope turns on filer category, not size alone. Under current rules a filer that is not an SRC or EGC gives full Item 402 disclosure (scaling turns on SRC/EGC status, so an SRC that is also an accelerated filer may still scale — Item 402(l)); a smaller reporting company (SRC) gives the scaled disclosure of Items 402(m)–(r) — three named executive officers, two years of the Summary Compensation Table, an outstanding-equity table, a director table, and narrative, with no CD&A and no pay ratio (the Item 402(t) golden parachute table and the Item 402(x) grant-timing disclosure still apply); an emerging growth company (EGC) takes the SRC-scaled package plus statutory exemptions from CD&A, pay ratio, pay versus performance, and say-on-pay; and a foreign private issuer filing on Form 20-F or 40-F is outside Item 402 and §14A entirely (but not outside the clawback listing standards — see D1). Agency guidance — formal: Reg. S-K Item 402; Schedule 14A Items 8, 10, 24; Securities Act Rule 405 (SRC/EGC definitions); JOBS Act Title I.

A2.Named executive officers

Part 19, ch. 4, § A2

The NEO population for a full-disclosure filer is the principal executive officer (all persons serving in that role during the year), the principal financial officer (likewise all persons serving in that role), the three most highly compensated executive officers other than the PEO and PFO who were serving at fiscal year end, and up to two additional former executive officers who would have been in the top three but for not serving at year end. Ranking uses total compensation from the Summary Compensation Table excluding the change in pension value and above-market NQDC earnings; a $100,000 floor applies to the "three most highly compensated" group. SRCs report every PEO, the two most highly compensated other executive officers serving at year end, and up to two former executive officers who would have qualified (with a $100,000 floor for all but the PEO). Agency guidance — formal: Reg. S-K Item 402(a)(3), (m)(2).

A3.Compensation Discussion and Analysis

Part 19, ch. 4, § A3

Item 402(b) requires a principles-based narrative explaining the objectives, the elements, why each element is paid, how amounts are determined, and how each element fits the overall program, written as analysis rather than recitation. Two provisions matter disproportionately: Item 402(b)(1)(vii) requires the CD&A to address whether and how the issuer considered the results of the most recent say-on-pay vote — the loop that makes the advisory vote consequential (see C2); and Item 402(b)(2)(iv) covers how the issuer determines when awards are granted. The separate Item 402(x) (adopted December 2022) requires narrative disclosure of the issuer's policies and practices on the timing of option and option-like awards relative to the release of material nonpublic information, plus a table for any NEO option granted in the window from four business days before to one business day after a Form 10-Q, 10-K, or MNPI-disclosing 8-K (other than an 8-K disclosing a material new option award under Item 5.02(e)). Smaller reporting and emerging growth companies must comply but may limit the table to their scaled NEOs. Related items sit outside 402(b): the compensation committee report (Item 407(e)(5)), compensation consultant conflict-of-interest disclosure (Item 407(e)(3)(iv)), committee interlocks (Item 407(e)(4)), and Item 402(s) narrative on compensation policies and practices that are reasonably likely to have a material adverse effect from a risk standpoint. Agency guidance — formal: Reg. S-K Items 402(b), 402(s), 402(x), 407(e); adopting release, Release No. 33-8732A (Aug. 29, 2006).

  1. A4The tablesSubscribers
  2. A5Pay ratio and the golden parachute tableSubscribers
  3. A6The §162(m) divergence — a disclosure trap worth namingSubscribers

Part B — Pay Versus Performance (Item 402(v))

  1. B1The table and "compensation actually paid"Subscribers
  2. B2The narrative, the measure list, and where it goes wrongSubscribers

Part C — Say-on-Pay (Exchange Act §14A)

  1. C1The three votesSubscribers
  2. C2What the vote actually doesSubscribers

Part D — Clawbacks

  1. D1Rule 10D-1 and the listing standardsSubscribers
  2. D2The recovery mechanic — no fault, no discretionSubscribers
  3. D3Disclosure and filing mechanicsSubscribers
  4. D4The tax, plan-document, and state-law overlaySubscribers
  5. D5The other clawback authoritiesSubscribers

Part E — The May 2026 Proposal (central currency item)

The first Part of each chapter is open to everyone. The remaining sections, with their authority and practice points, are available to subscribers and to clients of ERISA Benefits Law Group, PLLC whose engagement includes access.

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