Executive pay, defined
25 terms from executive and director compensation, in plain English. Each one ends with a single real example — a live figure, cited to the page it came from.
Votes & Approvals
Disclosure Rules
- CEO Pay RatioThe ratio of CEO total compensation to the median employee’s total compensation.
- Median Employee CompensationThe total compensation of the employee at the middle of a company’s pay distribution.
- Compensation Actually Paid (CAP) vs. SCTA separate, SEC-mandated figure that adjusts equity values for stock price and vesting — distinct from the Summary Compensation Table’s grant-date total.
- Emerging Growth Company (EGC) ExemptionA JOBS Act status that lets recently public companies skip the say-on-pay vote.
Filing Basics
- Summary Compensation Table (SCT)The mandatory proxy table reporting each named executive officer’s pay by column.
- Base SalaryThe fixed cash component of an executive’s pay, before bonus or equity.
- Non-Equity Incentive Plan CompensationCash bonus paid out under a pre-established performance plan.
- All Other CompensationThe Summary Compensation Table’s catch-all column for everything else.
- Named Executive Officer (NEO)An officer whose individual pay a company must disclose by name in its proxy.
Governance
- Clawback PolicyA company’s policy for recovering compensation already paid, typically after a restatement.
- Burn RateThe rate at which a company grants shares from its equity plan relative to shares outstanding.
- Compensation Peer GroupThe set of companies a board benchmarks its own executive pay against.
- Director CompensationThe pay a company’s non-employee board members receive for their board service.
Equity Awards
- Performance Stock Unit (PSU)An equity award that vests, and pays out, based on meeting performance goals.
- Restricted Stock Unit (RSU)An equity award that vests based on continued employment over time.
- Grant Date Fair ValueThe accounting value assigned to an equity award on the day it is granted.
- Stock OptionThe right to buy company stock at a fixed price, for a limited period.
- VestingThe point at which an equity award’s conditions are satisfied and it becomes the holder’s own.
Termination & CIC
- Change-in-Control Trigger (Single vs. Double)Whether severance and accelerated vesting require a termination, or fire on the change in control alone.
- Golden ParachuteSeverance and change-in-control benefits payable to an executive, and how any excise tax on them is handled.
- Severance MultipleThe number of times an executive’s pay is multiplied to set a severance payment.
- Non-Compete PeriodThe length of time an executive is restricted from working for a competitor after departure.
- Change-in-Control Equity AccelerationWhether unvested equity awards vest early when a change in control occurs.
- Employment AgreementThe contract, or CD&A-disclosed terms, governing an executive’s pay and severance.
Every company page carrying these terms is at intel.velarion.ai/comp.