What does the pay versus performance table in a proxy statement show?

Information as of 16 October 2026. Everything below comes from Item 402(v) of Regulation S-K, as codified in the eCFR, and the SEC's adopting release, linked below. If anything here is wrong, tell us at contact@oqro.io and we will correct it.

What does the rule require?

Item 402(v) of Regulation S-K requires a registrant to provide, in any proxy or information statement for which executive compensation disclosure is required, a table showing the relationship between the compensation actually paid to its named executive officers and the company's financial performance. The SEC adopted it in August 2022 in its pay versus performance release. The table covers the five most recently completed fiscal years, or three for a smaller reporting company, with a shorter period allowed in the first years after adoption.

The columns, in the rule's order: the year; the total compensation of the principal executive officer as reported in the Summary Compensation Table; the compensation actually paid to the principal executive officer; the average of the total compensation reported for the other named executive officers; the average compensation actually paid to them; the company's cumulative total shareholder return, computed on the basis of a fixed investment of 100 dollars at the start of the measurement period; the cumulative total shareholder return of a peer group, either the one used for the performance graph or the one the company uses in its compensation discussion; net income; and a company-selected measure, which the company has to identify as the most important financial measure it used to link compensation actually paid to performance for the most recent year. Where more than one person served as principal executive officer in a year, each one gets separate columns.

How is compensation actually paid different from total compensation?

Total compensation is the Summary Compensation Table figure: salary, bonus, the grant-date fair value of stock and option awards, non-equity incentive pay, the change in pension value and other compensation. The rule's instructions explain how compensation actually paid is derived from it: the grant-date value of equity awards is deducted and replaced by the fair value of awards granted during the year as of the year end, the change in fair value of unvested awards from prior years, the change in fair value from the prior year end to the vesting date of awards that vested in the year, and the deduction of the prior year-end value of awards that were forfeited. The pension figure is also adjusted to the service cost. Compensation actually paid can therefore be far above or far below total compensation, and can be negative in a year when the share price fell.

The rule also requires a description, in narrative or graphical form, of the relationship between compensation actually paid and each performance measure, and a list of three to seven of the most important financial performance measures the company used to link compensation actually paid to performance.

How are the figures tagged?

The rule requires the table and the related disclosure to be tagged in Inline XBRL, with the tags defined in the Commission's executive compensation disclosure taxonomy. The elements OQRO reads are the principal executive officer's total compensation, the compensation actually paid, the averages for the other named executive officers, and the names of the individual officers where the company tags them. Because the tags are machine-readable, the same figure can be compared across companies without reading each proxy.

Where does OQRO show it?

The executive pay page ranks listed companies by the principal executive officer's total compensation in the latest fiscal year on file, with the average for the other named executive officers and a link to the proxy statement. A company page shows its own figures, and an insider's sale on OQRO can carry the pay figure as context, next to the Form 4 that reports the sale.

What this does not tell you

The grant-date value of an award is an accounting estimate, not cash received and not what the officer later sold. Compensation actually paid moves with the share price and is not a payment either. The table says nothing about the terms of the awards, the performance conditions attached to them or what the officer currently holds; those are elsewhere in the proxy and in the officer's own filings. OQRO shows the record as published; it does not interpret it, and nothing here is investment advice.