Skip to content
GetProfitable
Search
Dictionary

DEF 14A

The annual proxy statement, which sets out matters for shareholder vote, executive pay in detail, board composition and related party dealings.

The proxy is where incentives become visible. It shows exactly what targets executives are paid against, and those targets predict behaviour better than any strategy slide: a management team bonused on eps will buy back shares.

It also discloses related-party-transaction arrangements, director independence, auditor fees and the outcome of any say-on-pay vote.

Example: Northwind's proxy shows 60% of executive bonus tied to adjusted EPS and 40% to revenue growth, with no return-on-invested-capital measure at all, which explains a steady preference for acquisitions.

Related: related-party-transaction, capital-allocation, form-10-k, edgar, form-4

Educational only, not advice. Spotted an error? Post in Site Feedback.