Guidance for Pay vs. Performance Disclosure

Item 402(v) requires tagging of the quantitative derivation of the difference between the “Total Compensation Amount” and the “Compensation Actually Paid” for both the PEO and the individuals comprising the Non-PEO NEOs.

The ECD Taxonomy Guide published by the SEC indicated that all the members of the Adjustments to Compensation Axis are custom. The Taxonomy Guide provides an example of some simple text reflecting a set of adjustments made during the most recent reporting period.

Two custom members: “AdjType1Member” and “AdjType2Member”, together with the signage of the values (additions/positive or deductions/negative) were included as illustrations of the modeling in this example.

It is observed that most filers have more extensive disclosures on the reconciliations between the “Total Compensation Amount” and the “Compensation Actually Paid”. Many filers present two common types of adjustments: pension and equity awards. The values as reflected in the summary compensation table for these items are deducted and the changes in values for the year is added to reconcile to the amount actually paid.

In addition, the change in value for pension may further be broken down to service cost and prior service cost for the year. The change in value for equity award is also detailed with a calculation from the grant date fair value, adjusted for the year-end fair value of awards granted in the current fiscal year plus or minus the annual change in fair value as of the year-end for any unvested awards or as of vesting for awards vested in the current year, as well as other adjustment items.

While the custom members “AdjType1Member” and “AdjType2Member” may be used to report the values in the simple example provided within the ECD Taxonomy Guide, we recommend filers creating more specific custom members to communicate the nature of each adjustment, to facilitate data consumption and increase comparability.

When filers present detail disclosures of the pension and equity award adjustments, simply using Type 1, Type 2, Type 3 members does not provide sufficient meaning to the data. Use the custom elements and members in this spreadsheet.

FAQs for ECD Taxonomy

  1. For filers that do not have adoption, modification, or cancellation of Rule 10b5 1 plans and non-Rule 10b5-1 trading arrangements during the quarter, is XBRL tagging required?

    2. A: Textblock tagging is not required. However, filers should report value ‘false’ on the following elements:

    Rule10b51ArrAdoptedFlag
    NonRule10b51ArrAdoptedFlag
    Rule10b51ArrTrmntdFlag
    NonRule10b51ArrTrmntdFlag

  2. There is an element “Trading Arrangement Duration” for filers to tag the duration of arrangements. When filers present the arrangements ‘expiration date’ (instead of duration), should the ‘duration’ (in PY_M_D_) be calculated and tagged with the durationItem type element, even though such fact is not explicitly presented in the document?

    3. A: Filers may use a standard extension date element: xxx_TrdArrExpirationDate.  The tagging of the expiration date should follow FAQ guidance issued by the SEC as it relates to dates that do not provide a specific day, month year format. The “duration period” is a compulsory disclosure, filers should present the disclosure explicitly even if an expiration date is reported. If the explicit duration period is not presented, the filer’s XBRL will be lacking the information on “Trading Arrangement Duration”.

  3. 408(a) requires quarterly disclosure regarding the adoption and termination (including modification) of Rule 10b5 1 plans and non-Rule 10b5-1 trading arrangements. However, there are no elements in the ECD taxonomy for ‘modifications.’ How should the filers tag information relate to ‘modifications?’

    4. A: Filers may use standard extension elements listed below. XBRL-US will submit a comment to the SEC to add these elements to the future ECD taxonomy.

    xxx_Rule10b51ArrModifiedFlag
    xxx_NonRule10b51ArrModifiedFlag
    xxx_TrdArrModifiedDate

  4. ECD Taxonomy Guide 7.1.3 stated that for 408(a) disclosure, use the reporting period of the document (e.g., fiscal year or fiscal year end) for these facts. For duration type data, should filers use date context of 3-months, 6-months, 9-months, and 12-months ended for 10-Q1, 10-Q2, 10-Q3, and 10K, respectively?

A: The 408(a) disclosure presents quarterly information (only the last 90 days of the reporting period), the date context should be 3-months ended for the duration type information (including the textblock), rather than the entire reporting period (3, 6, 9, 12 months).

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