PROXY STATEMENTS · DEF 14A / DEF 14C

ECD Tagging: Executive Compensation Disclosure

Pay-versus-performance tables, award-timing disclosure, and quarterly trading-arrangement flags, tagged in Inline XBRL using the SEC's ECD taxonomy and validated before your filing goes out.

What is ECD tagging?

The SEC's 2022 pay-versus-performance rule (Item 402(v) of Regulation S-K, mandated by the Dodd-Frank Act) requires companies to show, in a prescribed table, the relationship between executive compensation actually paid and the company's financial performance, and to tag that disclosure in Inline XBRL using the SEC's ECD taxonomy. It is the requirement that brought iXBRL into the proxy statement: a DEF 14A or DEF 14C otherwise carries no XBRL at all, so this tagging is easy to overlook until it's due.

When it applies

Any proxy or information statement that must include Item 402 executive-compensation disclosure, for fiscal years ending on or after December 16, 2022. It does not appear in the 10-K itself. All phase-ins (including the smaller-reporting-company tagging deferral) have run out, and every covered filer now tags in full.

Who is covered

All reporting companies except foreign private issuers, registered investment companies, and emerging growth companies. Smaller reporting companies are covered but with scaled disclosure: three years of data instead of five, no peer-group TSR, and no Company-Selected Measure or tabular list.

What's in the disclosure

The PvP (pay-versus-performance) table includes Summary Compensation Table totals and "compensation actually paid" (CAP) for the principal executive officer, averages for the other NEOs, company TSR, peer-group TSR, net income, and a Company-Selected Measure, plus footnotes, relationship descriptions, and a tabular list of the 3 to 7 most important performance measures.

What gets tagged

  • • Every value in the PvP table, detail-tagged individually with the correct executive and year dimensions
  • • Footnotes (including the CAP adjustment reconciliations), block-text tagged
  • • Relationship descriptions (narrative or graphical), block-text tagged
  • • The tabular list of performance measures, block-text tagged

The ECD taxonomy covers more than PvP

  • • Item 402(x): option/award-timing disclosure (grants made close to the release of material nonpublic information)
  • • Item 408(a): quarterly disclosure of Rule 10b5-1 and other trading arrangements adopted or terminated by directors and officers, tagged in your 10-Qs and 10-K
  • • Item 408(b): whether you have adopted an insider-trading policy (the Exhibit 19 policy document itself is not tagged)
Every 10-Q and 10-K now carries ECD tags, even with nothing to report. Under Item 408(a), each 10-Q (Part II, Item 5, Other Information) and the 10-K (Part II, Item 9B) must state whether any director or officer adopted or terminated a Rule 10b5-1 or other trading arrangement during the quarter, and the ECD taxonomy requires four boolean flags to be tagged with that statement: Rule10b51ArrAdoptedFlag, Rule10b51ArrTrmntdFlag, NonRule10b51ArrAdoptedFlag and NonRule10b51ArrTrmntdFlag. They are required even when every answer is "none"; all four are simply tagged false. Leaving them out is one of the most common tagging omissions and is flagged by the XBRL US data-quality rules (DQC 0170), which we run on every filing.
Status note (2026): in May 2026 the SEC proposed eliminating the pay-versus-performance disclosure (along with CD&A and pay-ratio changes). It is a proposal only. Until a final rule is adopted, PvP disclosure and ECD tagging remain mandatory, and we tag every covered proxy. We track this and will update clients if it changes.

Which filings carry ECD tags

You file… ECD tags required
DEF 14A / DEF 14C
with Item 402 comp disclosure		Pay-versus-performance table, footnotes, relationship descriptions, tabular list
Form 10-K (every one)Item 9B: the four Item 408(a) trading-arrangement flags (tagged even when "none"), plus Item 402(x) award timing and the Item 408(b) insider-trading-policy flag
Form 10-Q (every one)Part II, Item 5: the four Item 408(a) Rule 10b5-1 / trading-arrangement flags, tagged every quarter even when the answer is "none"

Official references

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