Named Executive Officers Under Item 402: When a CFO Is Disclosed

A peer tab with no CFO row: the question to settle before you compare pay

Your compensation committee has moved the compensation review up, and you open the peer tab you built two proxy seasons ago. Twelve companies are listed. You pull each current DEF 14A from EDGAR, go to the Summary Compensation Table, and look for the principal financial officer's row. At the first company it is there. At the second it is there under a title you did not expect. At the third the table lists the chief executive officer and two other executives, and no one in finance appears at all.

That third company has not hidden anything. Its filer status simply did not require a CFO row. If you leave it in the set, any percentile you calculate rests on fewer peers than the tab implies. If you drop it without noting why, the next reader cannot tell the set was ever twelve.

This article explains who counts as a named executive officer under Regulation S-K Item 402, when the CFO is required to appear, and when the CFO can drop out. It also shows how to record that coverage beside the figures themselves.

Named executive officers under Item 402: who the rule requires

The Summary Compensation Table does not cover every executive. It covers named executive officers, or NEOs, and the definition sits in Item 402(a)(3) of Regulation S-K. As published in the 2024 edition of 17 CFR 229.402 (U.S. Government Publishing Office), the NEOs are everyone who served as principal executive officer during the year, everyone who served as principal financial officer, and the three most highly compensated other executive officers. Item 402(a)(3)(iv) can add up to two more people who would have been among those three but were no longer executive officers at year-end. The source is 17 CFR 229.402 (2024).

Two features of that sentence matter for peer work.

First, the principal financial officer is named whatever the person is paid. For a filer that uses the standard framework, the CFO is a required NEO even if three other executives out-earn them. The SEC's 2006 executive compensation rules brought in this requirement, as McGuireWoods described in its 2007 analysis. Pay rank does not decide whether the CFO row exists.

Second, the rule says "everyone who served." If a company had two people in the principal financial officer role during the year, both can be NEOs. Interim and former CFOs therefore show up in tables, and a peer set has to identify them rather than treat every finance row as a current CFO.

What each NEO row reports

Item 402(c) requires the table to show each NEO's compensation for each of the last three completed fiscal years. Miller & Chevalier's summary of Item 402(c) lists eight compensation columns plus a total:

• salary
• bonus
• stock awards
• option awards
• non-equity incentive plan compensation
• change in pension value and non-qualified deferred compensation earnings
• all other compensation
• total

Name the measure whenever you quote a figure from this table. The total is an SCT total, not realized pay. Since the SEC's 2009 amendments, stock and option awards are reported at aggregate grant-date fair value, not at the annual accounting charge (SEC press release 2009-268). The pension and deferred compensation column can also move a total without any pay decision behind it.

Proxy year and fiscal year

A table in a proxy filed in 2025 typically covers the fiscal year that ended in 2024, plus the two before it. A company may take its Part III executive compensation from the definitive proxy into its Form 10-K if the proxy is filed within 120 days after fiscal year-end, according to SEC Corporation Finance interpretations. That is why most of this data appears in the months after year-end. Off-calendar fiscal years break the simple one-year offset, so label each peer figure with both its fiscal year and the proxy filing it came from.

Why the CFO is named by function, not by title

Item 402 says "principal financial officer." It does not say "Chief Financial Officer." The two usually describe the same person, but the rule attaches to the function.

In a Summary Compensation Table that difference shows up in the title column. The row you want may read "Chief Financial Officer," "EVP & CFO," or "Principal Financial Officer." At some companies the title is "Treasurer and Chief Financial Officer," or the table says the person served as principal financial officer without mentioning the CFO title at all. Our companion piece on principal financial officer versus chief financial officer goes through those variations in more detail.

For a peer build, this has three practical consequences.

• Search by role, not only by title. A scan for the string "Chief Financial Officer" can miss the right row. Read the footnotes under the table, where companies often state who served as principal financial officer and for which part of the year.
• Look for more than one row. A mid-year transition can put an outgoing and an incoming officer in the same table. Decide in advance whether a former or interim row belongs in your set, and write the rule down.
• Do not infer the role from a "Senior Vice President, Finance" title. If the footnotes or the filing's signature block do not identify that person as principal financial officer, they may not be the NEO the rule refers to.

CFOCompensation is designed to identify CFO rows through title classes set once at load time, and to exclude former-CFO rows and flagged rows from a peer set by default. That is a design choice, not a guarantee that every row is classified correctly. Anyone building a set by hand, from EDGAR into a spreadsheet, is making the same identification decisions on every filing.

Where the CFO can drop out: smaller reporting and emerging growth companies

The NEO definition above is the standard one. Scaled disclosure changes it, and that change is the main reason a CFO is missing from a peer's table.

Smaller reporting companies

Item 402(m) sets the scaled framework. Under the text of 17 CFR 229.402(m) as reproduced by PwC Viewpoint, a smaller reporting company's NEOs are its principal executive officer and its two most highly compensated other executive officers. Item 402(m)(2) contains no standing requirement to include the principal financial officer. Item 402(m)(2)(iii) can add up to two more people who would have qualified but were no longer executive officers at year-end. An SRC's CFO may therefore appear in the table only by ranking among those highest-paid executives.

Latham & Watkins' 2018 alert notes two other consequences of scaled disclosure. The NEO group is three people instead of five, and the SCT goes back two years instead of three. A peer's CFO can be absent, and the years of history for the CFO who is present can also be shorter.

A company qualifies as an SRC under the SEC's 2018 amendments to the definition (Federal Register, July 10, 2018) if either of two tests is met:

• its public float is below $250 million; or
• its annual revenue is below $100 million and it has no public float, or a public float below $700 million.

These thresholds come from that 2018 rulemaking and sit in the SEC's Rule 12b-2 definition (17 CFR 240.12b-2). Our article on smaller reporting company named executive officers covers the SRC rules in more depth.

Emerging growth companies

An emerging growth company, or EGC, is a status created by the JOBS Act. Under that framework, as WilmerHale's 2012 summary describes it, EGCs are exempt from the Dodd-Frank say-on-pay, say-on-frequency and say-on-parachute votes, and can use scaled executive compensation disclosure.

On September 9, 2022, the SEC adopted inflation adjustments that raised to $1.235 billion the annual revenue threshold at which a company stops being an EGC (Freshfields, 2022). A revenue ceiling of that size means an EGC can be a substantial company. EGC status says nothing reliable about headcount or about whether a CFO has been named.

The practical point is that an EGC that is not also an SRC can still use scaled disclosure. A recent IPO is the usual case. Its CFO may be absent from the SCT, and it may also omit pay-versus-performance disclosure. Our article on emerging growth company executive compensation disclosure covers this group in more detail.

Item 402(v) does not fill the gap

If the SCT lacks a CFO, the pay-versus-performance table is not a substitute. Item 402(v) covers the five most recently completed fiscal years and shows the PEO's figures plus an average for the other NEOs. It does not present a separate CFO figure (SEC Fact Sheet, Release 34-95607). The tagged element is a non-PEO NEO average. EGCs are exempt, and SRCs provide a scaled version with three years instead of five (Foley Hoag, 2022).

Compensation actually paid also measures something different from the SCT total, because it reflects changes in the value of equity awards during the year, where the SCT reports grant-date value (Harvard Law School Forum on Corporate Governance, 2022). Do not substitute one measure for the other in a peer set.

A related caution concerns Item 402(u). It compares the principal executive officer's pay with the median employee's pay and does not cover the CFO (SEC, 2017). It is not a CFO-to-CEO measure.

Release 33-11419 would thin CFO coverage further, if adopted

The filer-status framework itself is under proposed revision. On May 19, 2026, the SEC proposed amendments to the public-company filer-status framework in Release No. 33-11419, which would also change the disclosure obligations tied to it (SEC fact sheet; Mondaq, 2026). As of October 30, 2026, the proposal has not been adopted, and nothing changes unless it is.

If the proposal were adopted as proposed, Morrison Foerster reports that about 81% of public companies would qualify as non-accelerated filers, with much reduced executive compensation disclosure and no say-on-pay votes. Orrick describes the same proposal as raising the large accelerated filer threshold from $700 million to $2 billion and reducing scaled filers' SCT history from three years to two. It also says the share of public companies entitled to scaled disclosure relief would rise from 44% to 81%. Goodwin Procter notes that non-accelerated filers generally would not have to provide a CD&A, pay ratio disclosure, pay-versus-performance disclosure or certain compensation tables, and that comment on the proposal has shown differing views.

The teaching implication is qualitative. If the proposal were adopted as proposed, a CFO who is not among a scaled filer's PEO-plus-two NEOs could drop out of that filer's SCT, and CFO peer coverage would thin further. We cover the proposal in a separate piece on the SEC executive compensation disclosure proposal. Check the SEC's website for its current status before relying on any of this.

Reporting coverage beside the pay figures

The practical fix is to treat coverage as a first-class result of the peer set. That means recording, for every peer, whether it discloses a CFO, and reporting the count next to any percentile.

A worked example, using illustrative inputs. Suppose you select twelve peers by revenue band and sector. On review, nine name a CFO in the latest proxy, two are SRCs whose table lists only the CEO and two other executives, and one is an EGC that omits the CFO. Your usable CFO set is nine, not twelve. A percentile calculated on nine figures should say so on its face. If a figure has six peers at or below it, it sits at the 67th percentile under the at-or-below definition: six of nine, rounded. The three non-disclosing peers should appear in a visible exclusion list with the reason for each.

Filer status explains most absences. It does not explain all of them. Some CFO rows are excluded for other reasons: an interim officer, a former officer reported for a partial year, or a total that fails a consistency check. CFOCompensation is built to cross-check SCT CFO totals against the Item 402(v) average non-PEO NEO total and to flag and exclude failures. That check is a consistency rule and not an audit. It can catch a keying or parsing error, but it cannot confirm that a figure is right.

What to do by hand, and what the catalogue covers

A CFO with a spreadsheet and EDGAR can replicate all of this. The steps are:

1. Search EDGAR by company name, then open the latest DEF 14A. EDGAR full-text search covers filings submitted electronically since 2001 (SEC), which helps when you need to find an older proxy.
2. Go to the Summary Compensation Table and identify the principal financial officer's row, using the footnotes where the title is unclear.
3. Record the fiscal year, the proxy filing date, the measure (SCT total) and the filing link beside each figure.
4. Note any peer that is an SRC or EGC and any peer whose table omits the CFO.
5. Report the count of disclosing peers next to the percentile, and list the exclusions.

If you script any of this, the SEC's fair-access policy caps automated EDGAR access at 10 requests per second (SEC).

The CFO Peer Set Builder and Disclosure-Coverage Worksheet lays out the coverage check above as a template, so each peer carries a disclosure flag and an exclusion reason before any pay figure is compared. The CFOCompensation app is designed to show a disclosure-coverage indicator for each peer set. It would withhold percentiles when a set has fewer than 5 distinct employers, a design rule and not a statistical claim. The app is not live, so the worksheet is what is available now. For how to choose the set in the first place, see executive compensation peer group selection.

Three limits are worth stating plainly. SCT equity is a grant-date measure, so these figures are not take-home pay. Peers outside the public-company disclosure system, including private companies, do not appear in any DEF 14A. And a coverage count describes your chosen set only. It says nothing about how many filers in the wider market name a CFO.

When you are ready to build the set, the CFO Peer Set Builder and Disclosure-Coverage Worksheet is available to download from the store.

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. 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.