How to Read a Summary Compensation Table, Column by Column

You have the proxy open and a CFO row to find

Your compensation committee chair has asked for peer CFO pay ahead of the March review. You open a peer's DEF 14A, scroll past the compensation discussion, and land on a table with a dozen columns, three rows per executive and footnotes that run longer than the table itself. Somewhere in it is the company's principal financial officer, listed under a title you did not search for, with a total you cannot yet interpret.

Most of the confusion at this moment is not about arithmetic. It is about what each column measures. A salary figure is a payment. A stock awards figure is a valuation made on the grant date. A pension figure can move without anyone making a pay decision. Add them together and you get a total that is useful for comparison, but only if you know what went into it.

This article explains how to read a summary compensation table from left to right, as Item 402(c) of Regulation S-K defines it. It covers who appears in the table, what each column reports, what it leaves out, and where hand-built peer sets usually go wrong.

How to read a summary compensation table: the layout and who appears

Start with the shape of the table before the columns. Item 402(c) requires the Summary Compensation Table (SCT) to show each named executive officer's compensation for each of the last three completed fiscal years, according to PwC Viewpoint's reproduction of 17 CFR 229.402(c). Each executive therefore normally occupies up to three rows, one per fiscal year, with the newest year on top.

That sentence contains two precision points worth holding onto throughout.

Fiscal year versus proxy year. The year column shows the fiscal year the pay relates to. The proxy year is the year the DEF 14A was filed. A proxy filed in 2025 typically reports a fiscal year that ended in 2024 as its newest row. Companies with off-calendar fiscal years break that simple one-year offset, so read the fiscal year-end date rather than assuming it. When you key rows into a spreadsheet, record both.

Timing. A company can incorporate Part III executive compensation into its Form 10-K from its definitive proxy if the proxy is filed within 120 days after fiscal year-end, per Deloitte's DART summary of SEC Corporation Finance interpretations. That is why most SCT data appears in the months after year-end. If you need background on the filing itself, what a DEF 14A is covers where the document sits in the proxy cycle.

Who is in the table

Under Item 402(a)(3), the named executive officers (NEOs) are everyone who served as principal executive officer, everyone who served as principal financial officer, and the three most highly compensated other executive officers, as set out in the GPO text of 17 CFR 229.402. A non-SRC filer's CFO is therefore a required NEO whatever their pay rank. The SEC's 2006 executive compensation rules made the principal financial officer an NEO even when not among the top earners, as McGuireWoods described in 2007.

Smaller reporting companies work differently. Their NEOs are the principal executive officer and the two most highly compensated other executive officers, so the principal financial officer is not automatically included, as the text of 17 CFR 229.402(m) on PwC Viewpoint shows. Scaled disclosure also covers three NEOs instead of five and two years of SCT data instead of three, according to Latham & Watkins. An SRC's CFO may simply not appear. Emerging growth companies can also use scaled executive compensation disclosure, per WilmerHale. Absence of a CFO row in a peer's proxy is a coverage fact, not a data error.

Finding the CFO row by title

The row is found by title. It may read "Chief Financial Officer", "EVP & CFO" or "Principal Financial Officer". Interim and former CFOs also appear, sometimes in the same table, and you have to decide whether each belongs in your set. The distinction between the statutory role and the job title is covered in principal financial officer versus chief financial officer.

Salary, bonus and non-equity incentive pay: the cash columns

The columns, as Miller & Chevalier's summary of Item 402(c) lists them, are salary; bonus; stock awards; option awards; non-equity incentive plan compensation; change in pension value and nonqualified deferred compensation earnings; all other compensation; and total. Before them come the name and principal position and the year. The column rules below follow the GPO text of Item 402(c)(2). The first three cash-type columns are where readers most often misclassify pay.

Salary reports the base amount earned in the fiscal year. It is the cleanest column. Check the footnotes for any salary the executive gave up in exchange for stock or other non-cash pay, which the rule still reports here with a footnote, and for any mid-year increase that makes the figure differ from the stated annual rate.

Bonus holds bonus pay earned in the year that does not come through an incentive plan: discretionary awards, sign-on bonuses, retention payments. For many CFOs this column shows a dash in most years. A dash does not mean the executive received no annual incentive. It usually means the incentive sits in the next column.

Non-equity incentive plan compensation reports amounts earned under non-equity incentive plans. The rule defines an incentive plan as one intended to serve as an incentive for performance over a specified period. A typical annual cash bonus plan, with a threshold, target and maximum tied to financial goals, lands here. The comparison of the two columns turns on the plan design, not on the word "bonus" in the company's own language. A company may call the payout an "annual bonus" in the compensation discussion and still report it as non-equity incentive plan compensation in the table.

For peer work, this matters directly. If you compare one peer's "bonus" column with your own annual incentive, you may be comparing a discretionary amount with a formula amount. Sum the two columns, or compare the cash incentive across both, and note which column each peer used. The same issue appears when you compare mix, which CFO pay mix across base, bonus and equity takes up in more detail.

Also read the year attribution. If the performance measure is satisfied during the fiscal year, the amount is reportable for that year even if it is not payable until later (Instruction 1 to Item 402(c)(2)(vii)). A payout you receive in March of a given year generally appears in the prior fiscal year's row.

Stock awards, option awards and the grant-date measure

The two equity columns are where the SCT differs most from what a CFO sees in a brokerage account.

Since the SEC's 2009 change, stock and option awards are reported at aggregate grant-date fair value, not the annual accounting charge, according to SEC press release 2009-268. SCT equity is therefore a grant-date measure, not realized pay. The number reflects the value the company assigned to the award when it was granted. It does not change with the share price afterward, and it does not tell you what vested or what the executive sold.

Three consequences follow.

1. A large equity figure can reflect timing. A multi-year grant made in one year, or a one-time new-hire or promotion award, inflates that year's row and leaves adjacent rows lower. Read all three years before drawing any view from one.
2. Performance awards need the footnote. For awards subject to performance conditions, the table value is based on the probable outcome of those conditions at grant. If that is less than the maximum, a footnote gives the value assuming the highest level of performance (Instruction 3 to Item 402(c)(2)(v) and (vi)). If you are comparing peers, check whether the footnote shows a figure that differs from the column.
3. Realized pay is a different measure. What a CFO actually received from equity in a year depends on vesting and share price. The distinction is explored in grant-date fair value versus realized pay.

There is a separate measure worth naming so you do not mix it up. Compensation actually paid under Item 402(v) reflects changes in the value of equity awards during the year, while the SCT reports grant-date value, per the Harvard Law School Forum on Corporate Governance. Do not substitute one for the other. Also note that the pay-versus-performance table shows the principal executive officer's figures and an average for the other NEOs, not a separate CFO figure, as the SEC fact sheet on Release 34-95607 describes. The CFO row you need is in the SCT. Compensation actually paid and pay versus performance explains where the 402(v) table fits.

Pension, deferred compensation, all other compensation and the total

The last three columns before the total are the ones readers skip, and they can change a total materially.

Change in pension value and nonqualified deferred compensation earnings

The column label is long on purpose, and it reports two different things:

Change in Pension Value and Nonqualified Deferred Compensation Earnings

The first part is the year's change in the actuarial present value of accumulated benefits under defined benefit pension plans. The second is above-market or preferential earnings on compensation deferred under nonqualified plans. Neither is a payment the executive received in the year.

This column can swing a total without any change in pay decisions. A shift in discount rate assumptions, an additional year of service, or a change in age can move the pension figure. Many CFOs at newer companies have no defined benefit plan, and the column is blank. If you see a large figure here, read the footnote before comparing totals, and consider whether to compare totals with and without this column. Say which approach you took when you share the comparison.

All other compensation

This is the catch-all, and its footnotes carry the information. It typically includes perquisites and personal benefits, tax reimbursements, company contributions to defined contribution plans, insurance premiums paid for the executive, and severance or other payments connected to a termination. Perquisites may be left out if their total for the executive is under $10,000. At $10,000 or more, each one is identified by type in a footnote (Instruction 4 to Item 402(c)(2)(ix)).

For a CFO row, "all other compensation" is where relocation payments for a new hire, a one-time retention payment recorded under another label, or a departure payment can appear. If a peer's CFO left during the year, the figure may include separation amounts that make the total unrepresentative of ongoing pay. That is one reason former CFO rows need flagging before they enter a peer set.

Total

The total is the sum of the columns. It is the figure most comparisons use, and the one most easily misread. It combines cash earned, grant-date equity values, pension valuation changes and other items, so it is not take-home pay and not realized pay. When you quote a figure, name the measure: "SCT total (grant-date equity value)". Compare SCT totals only with SCT totals.

A worked example row, and where hand-built peer sets go wrong

Here is an illustrative row for a fictional company. These are round inputs chosen to show the arithmetic. They are not a real filing and not a market figure.

Fiscal year	Salary	Bonus	Stock awards	Option awards	Non-equity incentive plan comp.	Pension/NQDC	All other comp.	Total
FY2024 (illustrative)	$600,000	—	$1,500,000	—	$450,000	—	$45,000	$2,595,000

Reading across: the cash earned is the salary plus the incentive, $1,050,000. Stock awards of $1,500,000 are the grant-date value of awards made in the year, not shares sold. The $45,000 in all other compensation would need its footnote to tell you whether it is a retirement plan contribution, a perquisite or something else. The total of $2,595,000 is the SCT total, which means grant-date equity is the largest single component, and that says nothing about what the executive realized.

If this row appeared in a proxy filed in 2025, the year column would read 2024 for a fiscal year ending in 2024, assuming a calendar year-end.

Finding a real row

A named-company figure belongs in your peer set only with its citation. To get one, use EDGAR company search, open the company's DEF 14A, go to the Summary Compensation Table and find the principal financial officer's row. Record the company, the filing date or accession number, the fiscal year and the proxy year with each figure. Where the DEF 14A sits in the filing is a useful reference if the document layout is unfamiliar. EDGAR Full-Text Search covers filings submitted electronically since 2001, according to the SEC's FAQ, which helps when you need a title variant or a footnote phrase. If you automate any of this, the SEC's fair-access policy caps automated EDGAR access at 10 requests per second, per the SEC's access guidance.

Where the manual build fails

A CFO with a spreadsheet and EDGAR can replicate the core of a peer set. The work is the same five tasks every time:

• Identification. The CFO row has to be found by title, with interim and former CFOs separated out.
• Normalisation. Column definitions and footnote treatments have to line up across filers.
• Citation. Each figure needs a record of its filing. Hand-built sets often lose it by the third tab.
• Cross-checking. A keying error or a misread column does not announce itself. One consistency check available in the filings is the Item 402(v) average non-PEO NEO total, which can be compared with the SCT totals of the non-PEO NEOs. It is a consistency check, not an audit, and it works only where the company provides it.
• Coverage awareness. A peer set of twelve companies may name a CFO in far fewer. Without a tally, you may not notice.

What the table leaves out, and where a worksheet helps

Some limits are worth stating plainly before you rely on a column-by-column read.

• Realized pay is not in the SCT. Vesting, exercise and sale outcomes appear in other tables and in the actual-paid disclosure, not here.
• Three years is the window, two for scaled filers. Trends longer than that need prior proxies.
• Coverage is governed by filer status. SRC and EGC peers may not name a CFO at all, and Item 402(v) excludes the proxy statements of emerging growth companies, so the cross-check above is unavailable for them.
• Filer status may change. The SEC proposed amendments to the filer-status framework in Release No. 33-11419 on May 19, 2026. As of October 30, 2026 it has not been adopted. Orrick reports that, as proposed, scaled filers would give two years of SCT information instead of three. If it were adopted as proposed, a CFO who is not among a scaled filer's named executive officers would drop out of that filer's SCT, which would thin CFO peer coverage further. Nothing in this article treats the proposal as current law.
• Private-company pay is not in any SCT. PE-backed and other private CFOs need a different approach, and any public peer comparison for them is a stand-in.

If you want to rebuild this process on your own, the Proxy Summary Compensation Table Reading Guide and Peer Build Worksheet walks through the column checks above and gives you a layout for recording each row with its filing citation, fiscal year and proxy year, so the comparables you bring to a pay review are traceable to their source. It organizes the cited figures you collect. It does not tell you what to ask for.

About these figures: CFOCompensation works from disclosed figures only, shown as filed and cited to the source filing; any third-party survey or study is named and labelled as such. The worked example above is an illustrative row for a fictional company, not a filing. Nothing in this article is legal, tax or negotiation advice. CFOCompensation and Rovaryn Digital Inc. are not affiliated with the SEC or the IRS. Private-company pay is not covered.