Filing Basics

Named Executive Officer (NEO)

An officer whose individual pay a company must disclose by name in its proxy.

A named executive officer, or NEO, is one of the small group of executives whose individual compensation a U.S. public company must disclose by name in its proxy statement. Under Item 402(a)(3) of Regulation S-K the group is the principal executive officer, the principal financial officer, and the next most highly compensated executive officers serving at the end of the fiscal year, plus any additional individual the rule reaches. NEO status is what makes individual pay visible: the Summary Compensation Table names them, and the grants, holdings, severance terms and pension benefits in the proxy are disclosed by name only for that group.

A named executive officer, or NEO, is one of the small group of officers whose individual compensation a U.S. public company must disclose by name in its proxy statement. The group is defined by rule rather than by title: the principal executive officer, the principal financial officer, and the next most highly compensated executive officers serving at the end of the fiscal year.

Item 402(a)(3) of Regulation S-K sets the composition. It reaches every individual who served as principal executive officer during the last completed fiscal year, every individual who served as principal financial officer during that year, and the three most highly compensated executive officers other than the principal executive and principal financial officers who were serving as executive officers at the end of that year. The rule also reaches up to two additional individuals who would have been in that group but for the fact that they were not serving as executive officers at fiscal year end.

The rule speaks of the principal executive officer and the principal financial officer, not of any particular title. A company whose chief executive also chairs the board, or whose principal financial officer carries a different title, still reports the person who served in that function, and where the chief executive changed mid-year both the departing and the incoming officer can be named in the same table.

The roster changes from year to year. A promotion, a departure, or a shift in who earned the most among the other executive officers can add or drop a name, and the same title at the same company is not guaranteed to appear as an NEO in every proxy. Because the calculation uses total compensation as the Summary Compensation Table measures it, a year of unusually large equity grants to one officer can move that officer into the group even with no change in cash pay.

NEO status is what makes individual pay visible. The Summary Compensation Table names the group; the grants of plan-based awards, outstanding equity awards, pension benefits and nonqualified deferred compensation tables report holdings by name; the Compensation Discussion and Analysis discusses their targets and awards; and the amounts payable on termination or a change in control are set out for each of them. An executive officer outside the group has no corresponding individual disclosure in the proxy at all.

The group is narrower than a company’s population of executives. The federal securities rules define an "executive officer" more broadly — the president, any vice president in charge of a principal business unit, division or function, and any other officer who performs a policy-making function. A company can have many officers who meet that definition and only a small number who are named in the proxy.

One place the difference matters is compensation recovery. The listing standards adopted under Rule 10D-1 apply to a company’s current and former executive officers as that term is defined for the Section 16 reporting rules, which can reach more people than the named group. A company can therefore be required to pursue recovery of incentive compensation from an officer whose pay the proxy does not disclose by name.

NEO status also carries into the pay-versus-performance disclosure, which reports Compensation Actually Paid individually for the principal executive officer and as an average for the remaining named executive officers. That is one more figure a reader can obtain only for the group the company named in its Summary Compensation Table.

How it works

The rule fixes the group
Item 402(a)(3) of Regulation S-K determines who must be named: the principal executive officer, the principal financial officer, and the next most highly compensated executive officers serving at fiscal year end, plus any additional individual the rule reaches.
Compensation is measured the table’s way
The "most highly compensated" comparison uses total compensation as the Summary Compensation Table defines it, which is why a large equity grant in a year can move an officer into the group without any change in cash pay.
The names are fixed for that proxy
The group is determined for the fiscal year the proxy covers, so it can change from one proxy to the next as roles and pay change.
Individual disclosure follows the name
Once an officer is named, grants, holdings, benefits, targets and termination terms are reported individually for that officer throughout the executive compensation section.
Other disclosures reuse the same group
Pay-versus-performance reporting and compensation recovery disclosures refer back to the same officer group, so the definition carries well beyond the table itself.

In practice

The fields that identify one named executive officer in a proxy.

Name The officer the table names individually.	Tim Cook
Title The role as the company gives it.	Chief Executive Officer
Position The short role label the proxy uses for this office.	CEO
Fiscal year The year the table covers.	2025
Total compensation The figure the table reports as the executive’s total for the year.	$74,294,811

Tim Cook, Apple's Chief Executive Officer, is one of the named executive officers in the company's fiscal 2025 proxy — the small group whose individual pay the Summary Compensation Table discloses by name.

See AAPL’s full page →

Where it appears

The "Summary Compensation Table": One row per named executive officer, with each column of pay reported by name.
The Compensation Discussion and Analysis (CD&A): The committee’s discussion of the pay decisions, targets and awards for the named executive officers.
The "Grants of Plan-Based Awards" and "Outstanding Equity Awards at Fiscal Year-End" tables: Individual grants and individual holdings, listed by name for each named executive officer.
The "Potential Payments Upon Termination or Change in Control" section: What each named executive officer would receive in each disclosed scenario, worked through officer by officer.

Named Executive Officer vs. Executive Officer

Both terms describe company officers, but one is a disclosure category and the other is a broader status used by other rules.

	Named executive officer (NEO)	Executive officer
What defines it	The disclosure rule that decides whose pay the proxy reports by name	The officer definition used by other securities and listing rules
Who is included	The principal executive officer, the principal financial officer, and the next most highly compensated executive officers serving at fiscal year end	The president, senior officers in charge of a principal business unit, division or function, and any other officer who performs a policy-making function
Typical size of the group	A small group set by the rule’s own formula	Larger, and set by the company’s officer designations
Where it matters	Which individuals appear by name in the Summary Compensation Table and the other executive compensation tables	Section 16 reporting obligations and the compensation recovery listing standards
Can one person be both?	Every named executive officer is also an executive officer	Not every executive officer is named in the proxy

Common misreadings

The named group is often read as the company’s senior leadership team, when it is a disclosure category defined by a rule and can exclude officers who hold senior titles.
"Named executive officer" is often read as another way of saying "executive officer", when the securities rules define executive officer more broadly and not every executive officer is named in the proxy.
A name dropping out of the table is often read as a leadership change, when it can equally reflect the compensation formula, such as another officer’s larger equity grant that year.

Frequently asked

What is a named executive officer?

It is one of the officers whose individual compensation a U.S. public company must disclose by name in its proxy, under Item 402(a)(3) of Regulation S-K. The group is the principal executive officer, the principal financial officer, and the next most highly compensated executive officers serving at the end of the fiscal year, plus any additional individual the rule reaches. The term comes from the Summary Compensation Table, where those officers are named one row at a time.

How many named executive officers does a company have?

The rule sets a formula rather than a fixed count, and the group grows in a year when a chief executive or chief financial officer changed mid-year, because both the departing and the incoming officer can be named. Companies using scaled disclosure present a smaller group. The specific number varies by company and by year.

Can an executive be named in one year and not the next?

Yes. The group is recalculated for each fiscal year, so a change in role, a departure, or a shift in the size of another officer’s equity grant can change who is included. The same title at the same company is not guaranteed to appear in every proxy.

Does every executive officer have to be disclosed by name?

No. A company can have more officers meeting the broader definition of an executive officer than it names in its proxy. Individual pay, grants, holdings and severance terms are disclosed by name only for the named executive officers, which is why the two terms are not interchangeable.

Why does NEO status matter to a reader?

It determines whose pay can be read at all. For an officer outside the group, the proxy shows no individual salary, no individual grant and no individual severance terms, only aggregate figures. The group also tells a reader whose Compensation Actually Paid is reported individually and whose is reported as an average of the remaining named officers.

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