ProxyMiner / Glossary

Plain-English definitions

Compensation jargon, decoded. If something here is wrong or missing, the filing itself is always the truth — open the SEC link on the company page.

CD&A: The narrative section of a proxy statement where the compensation committee explains how and why executives were paid the way they were. It's the story behind the numbers.
Summary Compensation Table: The standardized table in every proxy that lists each named executive's salary, bonus, stock awards, option awards, non-equity incentive plan compensation, change in pension value, all other compensation, and total. The first place to look for what someone got paid.
Named Executive Officer: The CEO, CFO, and the next three most highly compensated executives at a company. The SEC requires their pay to be disclosed individually each year.
Stock awards: Equity that vests over time (RSUs) or based on performance metrics (PSUs). Reported at grant-date fair value in the SCT, which is not the same as what the executive will eventually realize.
Non-equity incentive plan compensation: Cash earned under a pre-established formula tied to performance — typically the annual bonus plan. Distinct from a discretionary bonus, which is reported in a separate Bonus column.
Pay mix: The split of total compensation across base salary, cash incentive, equity, and other. A heavy equity weighting signals the executive bears stock-price risk; a heavy base signals the opposite.
At-risk pay: The portion of total pay that varies with company performance — typically cash incentive plus equity awards. The opposite of guaranteed base salary.
Realized pay: What an executive actually walked away with: vested equity at the value when it vested, plus paid-out incentives. Different from the SCT total, which uses grant-date values.
Realizable pay: The value of outstanding awards if everything were settled today. Useful for evaluating whether a pay program is actually paying off given recent stock performance.
Say on pay: A non-binding shareholder vote on the prior year's executive compensation. A pass below ~70% is usually considered a meaningful signal of investor concern.
Relative TSR: Total shareholder return measured against a peer group or index over a multi-year period. Often used as the performance metric for PSU vesting.
Clawback: A policy that allows the company to recover compensation already paid (typically incentive comp) if a financial restatement or executive misconduct triggers it. Required for listed issuers as of 2023.
Hedging and pledging: Whether executives are allowed to hedge their company stock or pledge it as collateral. Most large issuers prohibit both — pledging especially is viewed as a governance red flag.
Change in control: What happens to an executive's compensation if the company is acquired or merged. Best practice is double-trigger (CIC + termination), not single-trigger (CIC alone).
Compensation peer group: The companies the comp committee benchmarks against when setting pay. Selection is often defended by industry, size, and complexity. ProxyMiner extracts these so you can sanity-check defensibility.
Performance vesting: Equity that vests only if specific performance conditions are met (usually 3-year metrics like rTSR, ROIC, or revenue). The opposite of time-based vesting.
Equity mix: The split of an executive's equity grant between time-based RSUs and performance-based PSUs. A 50/50 split is common; PSU-heavy mixes (e.g. 70%+) signal stronger pay-for-performance.

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