SEC’s Pay Versus Performance – 2023 Early Impressions
As we head into March and the start of proxy season, the SEC’s newly required Pay Versus Performance disclosures are front of mind for many that deal with compensation and corporate governance. The Commission just recently released some *timely* clarifications on their rules, called Compliance & Disclosure Interpretations (SEC’s C&DI’s), which introduced clarifications (or complexities) for many public issuers just days before some proxy statements went live. Given SEC Chair Gary Gensler’s comments that the new rules “will help investors receive the consistent, comparable, and decision-useful information they need to evaluate executive compensation policies,” we thought an analysis of early disclosure examples might help inform investor utility?
Early Impressions
At the time of this writing, there were 18 companies that had filed 10-Ks or proxy statements which included Pay Versus Performance disclosures. While there will be differing approaches to how companies furnish their required disclosures, there are some early trends forming that seem worth noting.
1. Compensation Actually Paid “CAP” Varies Widely
As predicted, there is a wide variance between the calculation of CAP vs. summary compensation table. The first 18 disclosures report a variance of -471% to +191%. While there is a correlation of CAP to company TSR that helps illustrate company pay and performance vs peers, the methodology for CAP calculation and resulting wide variance seems to weaken investor clarity.
| Company Name | Ticker | Filing Date | Industry | “Tabular List” Measure (I) | “Tabular List” Measure (II) | “Tabular List” Measure (III) | “Tabular List” Measure (IV) | “Tabular List” Measure (V) | “Tabular List” Measure (VI) |
|---|---|---|---|---|---|---|---|---|---|
| Praxis Precision Medicines, Inc. | PRAX | 2/7/2023 | Biotechnology | — | — | — | — | — | — |
| TRACON Pharmaceuticals, Inc. | TCON | 2/13/2023 | Biotechnology | — | — | — | — | — | — |
| Owens Corning | OC | 2/24/2023 | Building Products | Adjusted EBIT | Adjusted Return on Capital | Adjusted Free Cash Flow Conversion | — | — | — |
| MYR Group Inc. | MYRG | 2/23/2023 | Construction and Engineering | Pretax Income | Total Case Incident Rate | Lost Time Incident Rate | Return on Invested Capital | Total Shareholder Return | — |
| IQVIA Holdings Inc. | IQV | 2/27/2023 | Life Sciences Tools and Services | Adjusted Diluted EPS Growth | Relative TSR | Revenue | Adjusted EBITDA | — | — |
| AGNC Investment Corp. | AGNC | 2/23/2023 | Mortgage REITs | Relative Annual Economic Return | Absolute Annual Economic Return | Relative Ratio of Price-to-Tangible Book Value | — | — | — |
| CSI Compressco LP | CCLP | 2/7/2023 | Oil and Gas Equipment and Services | — | — | — | — | — | — |
| Schlumberger Limited | SLB | 2/23/2023 | Oil and Gas Equipment and Services | Adjusted EBITDA | Free Cash Flow | Free Cash Flow Margin | Return on Capital Employed | Total Shareholder Return | — |
| Equitrans Midstream Corporation | ETRN | 2/23/2023 | Oil and Gas Storage and Transportation | Economic Adjusted EBITDA | Free Cash Flow | Relative TSR | Safety Proactivity Rate | Methane Emission Mitigation | Submission of Water CDP |
| Magellan Midstream Partners, L.P. | MMP | 2/21/2023 | Oil and Gas Storage and Transportation | DCF per Unit | Distributable Cash Flow | Adjusted EBITDA | — | — | — |
| Commerce Bancshares, Inc. | CBSH | 2/21/2023 | Regional Banks | Net Income | Actual Revenue | Relative ROE | — | — | — |
| Farmers & Merchants Bancorp, Inc. | FMAO | 2/16/2023 | Regional Banks | — | — | — | — | — | — |
| Park National Corporation | PRK | 2/17/2023 | Regional Banks | ROAA | Diluted EPS | PTPP ROATE | PTPP ROATA | Efficiency Ratio | — |
| ServisFirst Bancshares, Inc. | SFBS | 2/23/2023 | Regional Banks | Earnings Per Share | Relative TSR | Loan and Deposit Growth | — | — | — |
| Trustmark Corporation | TRMK | 2/17/2023 | Regional Banks | ROATE | Earnings Per Share | Efficiency Ratio | NPA/Total Loans + ORE | Non-Interest Expense | — |
| Federal Realty Investment Trust | FRT | 2/24/2023 | Retail REITs | Return on Invested Capital | Relative TSR | Relative FFO Multiple Premium | Individual Performance – including leasing and occupancy activity, investment activity and ESG objectives | — | — |
| Luther Burbank Corporation | LBC | 2/22/2023 | Thrifts and Mortgage Finance | — | — | — | — | — | — |
| Fastenal Company | FAST | 2/24/2023 | Trading Companies and Distributors | EBIT (for CEO) | Working Capital Management (for CEO) | Net Income (for CFO) | Working Capital Management (for CFO) | EBIT (non-CEO/CFO NEOs) | Working Capital Management (non-CEO/CFO NEOs) |
2. The Line of Business Index is the most common approach for determining peer group total shareholder return (TSR)
As companies began their PVP preparations in the fall, one of the first disclosure elements discussed was the construct of the peer group that would be used for TSR calculation purposes (for any readers involved with Smaller Reporting Companies, no need to fret as the peer group TSR disclosure is not part of your scaled down requirements). Initially, companies and advisors debated what type of peer group would satisfy the requirements – an index or issuers used for the performance graph in the 10-K? Companies identified as the compensation benchmarking peer group in the CD&A? Something else? Given these unknowns, as well as the complexity of having to calculate peer group TSR on a weighted basis based on each company’s market capitalization, many companies early on gravitated toward the idea of using a line of business index for determining peer group TSR. Despite the SEC’s C&DI’s clearing up the confusion on peer group design, it appears the majority of companies (8 of 13 with Peer Group TSR requirement) decided to stick with their initial preference and used a relevant line of business index as the peer group for the tabular disclosure.
| Company | Name | Salary | Stock Awards | Option Awards | Total Annual Incentives | Chg Pension NQDC Excess Earnings | All Other | Total Compensation | Revenue (millions) |
|---|---|---|---|---|---|---|---|---|---|
| Instil Bio, Inc. | Bronson Crouch | $618,269 | $0 | $34,777,407 | $368,550 | $618,269 | $11,600 | $35,775,826 | $0 |
| D.R. Horton, Inc. | David V. Auld | $700,000 | $8,145,841 | $0 | $21,425,435 | $700,000 | $78,700 | $30,571,596 | $33,684 |
| Alkami Technology, Inc. | Alex Shootman | $68,365 | $28,060,000 | $0 | $75,000 | $68,365 | $1,246 | $28,204,611 | $191 |
| Match Group, Inc. | Sharmistha Dubey | $750,000 | $21,137,675 | $0 | $3,500,000 | $750,000 | $10,000 | $25,397,675 | $3,189 |
| AT&T Inc. | J. Stankey | $2,400,000 | $13,420,341 | $0 | $6,888,000 | $2,400,000 | $643,669 | $24,820,879 | $120,741 |
| Texas Capital Bancshares, Inc. | Rob C. Holmes | $937,500 | $17,179,310 | $0 | $5,500,000 | $937,500 | $6,150 | $23,622,960 | $1,159 |
| Exxon Mobil Corporation | D.W. Woods | $1,615,000 | $13,505,225 | $0 | $3,142,000 | $1,615,000 | $173,110 | $23,572,488 | $402,217 |
| HighPeak Energy, Inc. | Jack Hightower | $737,500 | $19,895,780 | $934,360 | $650,000 | $737,500 | $755,787 | $22,973,427 | $596 |
| Charles Schwab Corporation, The | Walter W. Bettinger | $1,400,000 | $8,010,000 | $5,340,000 | $7,172,550 | $1,400,000 | $15,854 | $21,938,404 | $20,762 |
| Energy Transfer LP | Marshall S. McCrea, III | $1,322,750 | $13,734,458 | $0 | $6,381,400 | $1,322,750 | $22,044 | $21,460,652 | $89,876 |
3. Companies are identifying STI metrics to use as the Company-Selected Measure (CSM)
Companies have to identify the CSM and include its performance in the table. The SEC defined the CSM as a measure that represents the “most important” performance measure not already included in the table that is used by the board to link Compensation Actually Paid during the fiscal year to company performance. According to the SEC, staff included the CSM requirement to lessen the likelihood that the required figures in the tables would “misrepresent or provide an incomplete picture of how pay relates to performance.” Many industry participants suggested early on that companies’ CSMs would likely be tied to profitability, as those metrics were often heavily-weighted short-term incentive plan measures. Those projections appear to be accurate, as our early review of disclosures found that most companies (10 out of 13 with CSM) opted for an STI metric as their CSM.
| Company Name | Officer Name | Salary | Total Annual Incentive | Stock Awards | Option Awards | Chg Pension NQDC Excess Earnings | All Other | SCT Total | Revenue | Industry |
|---|---|---|---|---|---|---|---|---|---|---|
| Instil Bio, Inc. | Bronson Crouch | $618,269 | $368,550 | $0 | $34,777,407 | $0 | $11,600 | $35,775,826 | $0 | Health Care |
| D.R. Horton, Inc. | David V. Auld | $700,000 | $21,425,435 | $8,145,841 | $0 | $221,620 | $78,700 | $30,571,596 | $33,684 | Consumer Discretionary |
| AlkamiÿTechnology,ÿInc | Alex Shootman | $68,365 | $75,000 | $28,060,000 | $0 | $0 | $1,246 | $28,204,611 | $191 | Information Technology |
| Match Group, Inc. | Sharmistha Dubey | $750,000 | $3,500,000 | $21,137,675 | $0 | $0 | $10,000 | $25,397,675 | $3,189 | Communication Services |
| AT&T Inc. | J. Stankey | $2,400,000 | $6,888,000 | $13,420,341 | $0 | $1,468,869 | $643,669 | $24,820,879 | $120,741 | Communication Services |
| Texas Capital Bancshares, Inc. | Rob C. Holmes | $937,500 | $5,500,000 | $17,179,310 | $0 | $0 | $6,150 | $23,622,960 | $1,159 | Financials |
| Exxon Mobil Corporation | D.W. Woods | $1,615,000 | $3,142,000 | $13,505,225 | $0 | $5,137,153 | $173,110 | $23,572,488 | $402,217 | Energy |
| HighPeak Energy, Inc. | Jack Hightower | $737,500 | $650,000 | $19,895,780 | $934,360 | $0 | $755,787 | $22,973,427 | $596 | Energy |
| Charles Schwab Corporation, The | Walter W. Bettinger | $1,400,000 | $7,172,550 | $8,010,000 | $5,340,000 | $0 | $15,854 | $21,938,404 | $20,762 | Financials |
| Energy Transfer LP | Marshall S. McCrea, III | $1,322,750 | $6,381,400 | $13,734,458 | $0 | $0 | $22,044 | $21,460,652 | $89,876 | Energy |
| Tenet Healthcare Corporation | Saum Sutaria | $1,146,154 | $4,500,000 | $15,000,119 | $0 | $0 | $507,399 | $21,153,672 | $19,174 | Health Care |
| Nexstar Media Group, Inc. | Perry A. Sook | $1,870,674 | $3,750,000 | $15,510,127 | $0 | $0 | $15,052 | $21,145,853 | $4,970 | Communication Services |
| Sabre Corporation | Sean Menke | $993,750 | $1,341,678 | $17,463,960 | $0 | $0 | $23,614 | $19,823,002 | $2,537 | Information Technology |
| Energy Transfer LP | Thomas E. Long | $1,322,750 | $3,156,400 | $15,224,039 | $0 | $0 | $27,014 | $19,730,203 | $89,876 | Energy |
| Texas Instruments Incorporated | Richard K. Templeton | $1,376,667 | $4,400,333 | $6,500,124 | $6,500,005 | $0 | $418,282 | $19,195,411 | $20,028 | Information Technology |
| Finance of America Companies Inc. | Patricia L. Cook | $681,250 | $4,862,647 | $13,610,413 | $0 | $0 | $8,700 | $19,163,010 | $863 | Financials |
| McKesson Corporation | Brian S. Tyler | $1,375,000 | $4,210,938 | $12,250,438 | $0 | $0 | $315,706 | $18,152,082 | $273,903 | Health Care |
| CSW Industrials, Inc. | Joseph B. Armes | $600,000 | $1,029,990 | $15,314,974 | $0 | ($6,486) | $65,099 | $17,003,577 | $736 | Industrials |
| GameStop Corp. | Matthew Furlong | $115,385 | $1,594,620 | $14,852,476 | $0 | $0 | $250,453 | $16,812,934 | $5,955 | Consumer Discretionary |
| Jacobs Solutions Inc. | Steven J. Demetriou | $1,362,375 | $3,345,697 | $11,500,101 | $0 | $0 | $67,057 | $16,275,230 | $15,341 | Industrials |
| Pioneer Natural Resources Company | Scott D. Sheffield | $1,240,882 | $2,581,040 | $12,015,954 | $0 | $0 | $164,949 | $16,002,825 | $24,786 | Energy |
| CBRE Group, Inc. | Robert E. Sulentic | $939,726 | $3,174,000 | $9,789,859 | $0 | $0 | $4,500 | $13,908,085 | $31,184 | Real Estate |
| Celanese Corporation | Lori J. Ryerkerk | $1,180,000 | $2,641,548 | $8,649,886 | $0 | $0 | $99,558 | $12,570,992 | $9,600 | Materials |
| Spirit Realty Capital, Inc. | Jackson Hsieh | $901,200 | $3,109,300 | $8,486,200 | $0 | $0 | $53,100 | $12,549,900 | $682 | Real Estate |
| Flowserve Corporation | R. Scott Rowe | $1,133,000 | $1,016,981 | $10,007,824 | $0 | $300,060 | $20,240 | $12,478,105 | $3,496 | Industrials |
| Kimberly-Clark Corporation | Michael D. Hsu | $1,356,250 | $1,439,886 | $6,976,205 | $1,742,254 | $0 | $494,567 | $12,009,162 | $20,175 | Consumer Staples |
| Six Flags Entertainment Corp. | Selim Bassoul | $178,846 | $469,471 | $11,014,293 | $0 | $0 | $269,975 | $11,932,585 | $1,395 | Consumer Discretionary |
| Rent-A-Center, Inc. | Mitchell Fadel | $1,078,846 | $1,900,800 | $8,687,619 | $0 | $0 | $65,496 | $11,732,761 | $4,426 | Consumer Discretionary |
| Retractable Technologies, Inc. | Thomas J. Shaw | $1,000,000 | $300,000 | $0 | $10,210,000 | $0 | $5,800 | $11,515,800 | $142 | Health Care |
| Fluor Corporation | David E. Constable | $1,350,045 | $2,794,500 | $5,050,366 | $1,402,525 | $0 | $261,751 | $10,859,187 | $11,935 | Industrials |
| Tuesday Morning Corporation | Fred Hand | $125,000 | $1,000,000 | $9,065,730 | $0 | $0 | $0 | $10,190,730 | $730 | Consumer Discretionary |
| Builders FirstSource, Inc. | David E. Flitman | $1,050,000 | $2,145,506 | $6,842,350 | $0 | $0 | $91,703 | $10,129,559 | $23,004 | Industrials |
| Vistra Corp. | Curtis A. Morgan | $1,292,308 | $1,453,032 | $7,299,997 | $0 | $0 | $30,290 | $10,075,627 | $13,173 | Utilities |
| Invitation Homes Inc. | Dallas B. Tanner | $900,000 | $0 | $0 | $6,500,000 | $0 | $2,298,800 | $9,710,400 | $2,238 | Real Estate |
| AMN Healthcare Services, Inc. | Susan R. Salka | $1,030,000 | $2,472,000 | $5,643,694 | $0 | $0 | $326,857 | $9,472,551 | $5,481 | Health Care |
| Matador Resources Company | Joseph Wm. Foran | $1,231,250 | $2,600,000 | $5,203,040 | $0 | $0 | $22,899 | $9,057,189 | $2,837 | Energy |
| Commercial Metals Company | Barbara R. Smith | $1,075,000 | $2,902,500 | $4,859,240 | $0 | $0 | $217,512 | $9,054,252 | $9,159 | Materials |
| Comstock Resources, Inc. | M. Jay Allison | $840,000 | $7,112,800 | $0 | $0 | $714,975 | $288,155 | $8,955,930 | $3,628 | Energy |
| Mr. Cooper Group Inc. | Jay Bray | $1,000,000 | $3,000,000 | $4,750,000 | $0 | $0 | $11,455 | $8,761,455 | $2,464 | Financials |
| Globe Life Inc. | Gary L. Coleman | $1,000,096 | $1,520,000 | $3,244,560 | $2,521,400 | $0 | $67,698 | $8,353,754 | $5,215 | Financials |
| Globe Life Inc. | Larry M. Hutchison | $1,000,096 | $1,520,000 | $3,244,560 | $2,521,400 | $0 | $37,610 | $8,323,666 | $5,215 | Financials |
| Katapult Holdings, Inc. | Orlando Zayas | $360,444 | $400,000 | $7,425,092 | $0 | $0 | $70,750 | $8,256,286 | $237 | Financials |
| Darling Ingredients Inc. | Randall C. Stuewe | $1,200,000 | $2,383,200 | $4,294,800 | $0 | $0 | $78,652 | $7,956,652 | $6,074 | Consumer Staples |
| Diodes Incorporated | Keh-Shew Lu | $728,250 | $1,843,688 | $5,092,480 | $0 | $1 | $96,461 | $7,760,880 | $2,001 | Information Technology |
| Comerica Incorporated | Curtis C. Farmer | $1,015,827 | $2,740,500 | $3,430,854 | $374,728 | $114,858 | $19,327 | $7,696,094 | $3,474 | Financials |
| Encore Wire Corporation | Daniel L. Jones | $1,000,000 | $3,500,000 | $3,055,500 | $0 | $0 | $30,973 | $7,586,473 | $3,018 | Industrials |
| Cinemark Holdings, Inc. | Mark Zoradi | $1,100,000 | $1,718,750 | $4,399,998 | $0 | $0 | $334,524 | $7,553,272 | $2,522 | Communication Services |
| Range Resources Corporation | Jeffrey L. Ventura | $925,000 | $1,665,000 | $4,799,996 | $0 | $0 | $152,958 | $7,542,954 | $4,760 | Energy |
| Valhi, Inc | Robert D. Graham | $7,430,000 | $0 | $0 | $0 | $0 | $0 | $7,430,000 | $2,503 | Materials |
| Dave & Buster’s Entertainment, Inc. | Brian A. Jenkins | $651,000 | $780,000 | $2,796,975 | $0 | $0 | $3,191,890 | $7,419,865 | $1,744 | Consumer Discretionary |
| Blucora, Inc. | Christopher W. Walters | $780,000 | $1,384,110 | $3,567,398 | $1,375,829 | $0 | $71,600 | $7,178,937 | $36,832 | Consumer Discretionary |
| FirstCash Holdings, Inc. | Rick L. Wessel | $1,210,250 | $2,428,064 | $3,453,904 | $0 | $0 | $83,249 | $7,175,467 | $2,729 | Financials |
| Brinker International, Inc. | Wyman T. Roberts | $1,038,462 | $1,541,229 | $4,349,982 | $0 | $0 | $29,164 | $6,958,837 | $3,976 | Consumer Discretionary |
| Integer Holdings Corp | Joseph W. Dziedzic | $994,712 | $854,994 | $4,999,987 | $0 | $0 | $72,382 | $6,922,075 | $1,317 | Health Care |
| EnLink Midstream, LLC | Barry E. Davis | $750,058 | $1,546,994 | $3,968,869 | $0 | $0 | $643,524 | $6,909,445 | $19,084 | Energy |
| Sally Beauty Holdings, Inc. | Christian A. Brickman | $1,050,600 | $1,407,804 | $2,781,928 | $1,463,783 | $0 | $19,144 | $6,723,259 | $3,792 | Consumer Discretionary |
| MoneyGram International, Inc. | W. Alexander Holmes | $925,000 | $2,315,356 | $3,468,747 | $0 | $0 | $12,328 | $6,721,431 | $1,293 | Information Technology |
| Hilltop Holdings, Inc. | Jeremy B. Ford | $793,269 | $1,385,775 | $4,322,657 | $0 | $0 | $176,996 | $6,678,697 | $1,283 | Financials |
| Daseke, Inc. | Jonathan Shepko | $316,669 | $2,066,666 | $4,265,292 | $0 | $0 | $0 | $6,648,627 | $1,773 | Industrials |
| Eagle Materials Inc. | Michael R. Haack | $900,000 | $1,641,881 | $4,000,000 | $0 | $0 | $93,869 | $6,635,750 | $2,091 | Materials |
| AECOM | W. Troy Rudd | $1,000,002 | $1,896,626 | $3,125,010 | $0 | $3,847 | $499,195 | $6,524,680 | $13,264 | Industrials |
| Atmos Energy Corporation | John K. Akers | $900,077 | $900,077 | $2,957,744 | $0 | $1,696,678 | $12,738 | $6,467,314 | $4,673 | Utilities |
| Kosmos Energy Ltd. | Andrew G. Inglis | $1,028,012 | $1,500,000 | $3,658,925 | $0 | $0 | $50,993 | $6,237,930 | $2,308 | Energy |
| Ennis, Inc. | Keith S. Walters | $971,752 | $525,108 | $4,110,495 | $0 | $68,003 | $12,000 | $5,687,358 | $429 | Industrials |
| Arcosa, Inc. | Antonio Carrillo | $925,000 | $1,008,250 | $3,679,401 | $0 | $1,340 | $18,363 | $5,632,354 | $2,264 | Industrials |
| Tyler Technologies, Inc. | H. Lynn Moore, Jr | $525,000 | $0 | $3,015,250 | $2,037,325 | $0 | $12,430 | $5,590,005 | $1,850 | Information Technology |
| Trinity Industries, Inc. | E. Jean Savage | $850,000 | $1,064,413 | $3,613,344 | $0 | $3,580 | $47,860 | $5,579,197 | $1,858 | Industrials |
| Forte Biosciences, Inc. | Paul A. Wagner | $590,000 | $162,500 | $294,998 | $4,367,948 | $0 | $0 | $5,415,446 | $0 | Health Care |
| Orthofix Medical Inc. | Jon C. Serbousek | $775,000 | $720,750 | $3,728,276 | $0 | $0 | $116,839 | $5,340,865 | $464 | Health Care |
| DZS Inc. | Charles D. Vogt | $550,192 | $550,000 | $4,180,000 | $0 | $0 | $27,881 | $5,308,073 | $374 | Information Technology |
| Green Brick Partners, Inc. | James R. Brickman | $1,500,000 | $2,350,000 | $1,225,000 | $0 | $0 | $12,182 | $5,087,182 | $1,779 | Consumer Discretionary |
| Wingstop Inc. | Charles R. Morrison | $800,000 | $1,650,000 | $1,666,688 | $914,603 | $0 | $11,497 | $5,042,788 | $325 | Consumer Discretionary |
| Lennox International Inc. | Todd M. Bluedorn | $1,221,250 | $3,180,135 | $0 | $0 | $578,204 | $47,756 | $5,027,345 | $4,718 | Industrials |
| American Airlines Group Inc. | Robert Isom | $766,146 | $0 | $4,180,000 | $0 | $0 | $55,214 | $5,001,360 | $48,971 | Industrials |
| Berry Corporation | A. Trem Smith | $650,000 | $793,000 | $3,397,949 | $0 | $0 | $153,620 | $4,994,569 | $932 | Energy |
| Taysha Gene Therapies, Inc. | RA Session II | $542,800 | $0 | $0 | $4,028,250 | $0 | $150 | $4,571,200 | $0 | Health Care |
| AZZ Inc. | Thomas E. Ferguson | $870,608 | $1,190,991 | $2,052,510 | $0 | $0 | $27,159 | $4,141,268 | $1,494 | Industrials |
| Reata Pharmaceuticals, Inc. | J. Warren Huff | $636,400 | $0 | $0 | $3,389,373 | $0 | $6,000 | $4,031,773 | $3 | Health Care |
| Kimbell Royalty Partners, LP | Robert D. Ravnaas | $575,000 | $790,625 | $2,186,663 | $0 | $0 | $456,380 | $4,008,668 | $272 | Energy |
| NESTREIT Corp. | Mark Manheimer | $600,000 | $882,000 | $2,385,900 | $0 | $0 | $11,600 | $3,879,500 | $87 | Real Estate |
| RumbleON, Inc. | Marshall Chesrown | $475,769 | $833,750 | $2,560,256 | $0 | $0 | $0 | $3,869,775 | $1,921 | Consumer Discretionary |
| United States Lime & Minerals, Inc. | Timothy W. Byrne | $480,000 | $1,130,000 | $1,612,750 | $317,175 | $0 | $287,644 | $3,827,569 | $236 | Materials |
| Ashford Hospitality Trust, Inc. | J. Robison Hays, III | $0 | $0 | $3,763,996 | $0 | $0 | $0 | $3,763,996 | $1,172 | Real Estate |
| Kronos Worldwide, Inc. | Robert D. Graham | $3,735,000 | $0 | $0 | $0 | $0 | $0 | $3,735,000 | $2,084 | Materials |
| Container Store Group, Inc., The | Satish Malhotra | $875,000 | $1,750,000 | $999,988 | $0 | $0 | $4,132 | $3,629,120 | $1,093 | Consumer Discretionary |
| City Office REIT, Inc. | James Farrar | $475,000 | $1,933,300 | $1,037,600 | $0 | $0 | $48,600 | $3,494,600 | $176 | Real Estate |
| Sunoco LP | Joseph Kim | $544,211 | $707,500 | $2,207,480 | $0 | $0 | $15,208 | $3,474,399 | $25,729 | Energy |
| Primoris Services Corporation | Thomas E. McCormick | $737,019 | $958,527 | $1,644,586 | $0 | $0 | $106,506 | $3,446,638 | $3,976 | Industrials |
| Addus HomeCare Corporation | R. Dirk Allison | $830,769 | $935,000 | $1,650,059 | $0 | $0 | $28,836 | $3,444,664 | $929 | Health Care |
| Ashford Inc. | Monty J. Bennett | $931,700 | $2,375,000 | $0 | $0 | $0 | $0 | $3,306,700 | $268 | Financials |
| Loyalty Ventures Inc. | Charles L. Horn | $715,385 | $1,400,000 | $952,139 | $0 | $73,323 | $135,045 | $3,275,892 | $728 | Communication Services |
| Thryv Holdings, Inc. | Joseph A. Walsh | $1,052,581 | $2,166,225 | $0 | $0 | $0 | $49,905 | $3,268,711 | $1,167 | Communication Services |
| Farmer Bros. Co. | D. Deverl Maserang II | $615,574 | $660,000 | $1,899,995 | $0 | $0 | $11,114 | $3,186,683 | $496 | Consumer Staples |
| Capital Southwest Corporation | Bowen S. Diehl | $475,000 | $1,081,800 | $1,260,400 | $0 | $0 | $346,900 | $3,164,200 | $103 | Financials |
| Veritex Holdings, Inc. | C. Malcolm Holland, III | $725,000 | $1,196,250 | $928,423 | $0 | $0 | $254,469 | $3,104,142 | $390 | Financials |
| Southwest Airlines Co. | Robert E. Jordan | $510,709 | $509,126 | $1,954,029 | $0 | $0 | $75,472 | $3,049,336 | $23,814 | Industrials |
| Elevate Credit, Inc. | Jason Harvison | $575,308 | $1,155,298 | $1,100,000 | $0 | $0 | $45,137 | $2,875,743 | $497 | Financials |
| Independent Bank Group, Inc. | David R. Brooks | $823,958 | $771,375 | $1,049,717 | $0 | $0 | $83,696 | $2,728,746 | $605 | Financials |
| SWK Holdings Corporation | Winston L. Black | $291,486 | $1,277,049 | $0 | $1,095,125 | $0 | $0 | $2,663,660 | $46 | Financials |
| Signify Health, Inc. | Kyle Armbrester | $600,000 | $1,800,000 | $0 | $0 | $0 | $57,417 | $2,457,417 | $784 | Health Care |
| Braemar Hotels & Resorts Inc. | Richard J. Stockton | $0 | $0 | $2,454,300 | $0 | $0 | $0 | 2454300 | $628 | Real Estate |
| Triumph Financial, Inc. | Aaron P. Graft | $650,000 | $514,020 | $939,477 | $292,475 | $0 | $48,197 | 2444169 | $478 | Financials |
| First Foundation Inc. | Scott F. Kavanaugh | $956,000 | $1,015,000 | $435,000 | $0 | $0 | $33,000 | 2439000 | $366 | Financials |
| Denbury Inc. | Christian S. Kendall | $772,000 | $1,525,472 | $0 | $0 | $0 | $28,038 | 2325510 | $1,695 | Energy |
| Holly Energy Partners, L.P. | Michael C. Jennings | $1,084,154 | $1,210,579 | $0 | $0 | $0 | $0 | 2294733 | $523 | Energy |
| Forestar Group, Inc. | Daniel C. Bartok | $350,000 | $1,400,000 | $500,006 | $0 | $0 | $13,118 | 2263124 | $1,328 | Real Estate |
| Westwood Holdings Group, Inc. | Brian O. Casey | $750,000 | $937,500 | $312,500 | $0 | $0 | $17,400 | 2017400 | $68 | Financials |
| CECO Environmental Corp. | Todd Gleason | $456,577 | $367,200 | $1,126,112 | $0 | $0 | $29,410 | 1979299 | $400 | Industrials |
| Atrion Corporation | David A. Battat | $620,000 | $1,300,000 | $0 | $0 | $0 | $16,585 | 1936585 | $181 | Health Care |
| Goosehead Insurance, Inc. | Mark E. Jones | $1,900,000 | $0 | $0 | $0 | $0 | $14,440 | 1914440 | $191 | Financials |
| PFSweb, Inc. | Michael C. Willoughby | $530,000 | $156,250 | $1,148,084 | $0 | $0 | $13,047 | 1847381 | $205 | Information Technology |
| Fiesta Restaurant Group, Inc. | Richard C. Stockinger | $650,000 | $416,000 | $747,500 | $0 | $0 | $0 | 1813500 | $379 | Consumer Discretionary |
| Tecsys Inc. | Peter Brereton | $456,422 | $488,708 | $0 | $500,001 | $0 | $22,046 | 1467177 | $1,093 | Consumer Discretionary |
| CorVel Corporation | Michael G. Combs | $578,547 | $529,864 | $0 | $309,939 | $0 | $2,394 | 1420744 | $704 | Health Care |
| SONIDA SENIOR LIVING, INC. | Kimberly S. Lody | $725,000 | $661,563 | $0 | $0 | $0 | $3,457 | 1390020 | $207 | Health Care |
| Compx International, Inc. | Scott C. James | $519,232 | $625,000 | $0 | $0 | $0 | $41,025 | 1185257 | $161 | Industrials |
| Quest Resource Holding Corp | S. Ray Hatch | $344,389 | $397,534 | $0 | $214,838 | $0 | $29,157 | 985918 | $268 | Industrials |
| Guaranty Bancshares, Inc. | Tyson T. Abston | $434,000 | $439,657 | $0 | $0 | $50,164 | $24,996 | 948817 | $129 | Financials |
| NL Industries, Inc | Courtney J. Riley | $945,000 | $0 | $0 | $0 | $0 | $0 | 945000 | $161 | Industrials |
| Drive Shack Inc. | Hana Khouri | $400,000 | $500,000 | $0 | $0 | $0 | $432 | 900432 | $11,637 | Health Care |
| Ribbon Communications Inc. | Bruce McClelland | $750,000 | $0 | $0 | $0 | $0 | $31,423 | 781423 | $820 | Information Technology |
| Exela Technologies, Inc. | Ronald C. Cogburn | $411,750 | $325,000 | $0 | $0 | $0 | $0 | 736750 | $1,105 | Information Technology |
| Hallmark Financial Services, Inc. | Mark E. Schwarz | $195,000 | $0 | $536,245 | $0 | $0 | $4,388 | 735633 | $351 | Financials |
| BGSF, INC. | Beth Garvey | $350,000 | $113,475 | $35,763 | $193,860 | $0 | $14,588 | 707686 | $289 | Industrials |
| Mannatech, Incorporated | Alfredo Bala | $440,000 | $232,692 | $0 | $0 | $0 | $23,789 | 696481 | $142 | Consumer Staples |
| RAVE Restaurant Group, Inc. | Brandon L. Solano | $350,000 | $262,500 | $67,531 | $0 | $0 | $2,400 | 682431 | $11 | Consumer Discretionary |
| Salem Media Group, Inc. | David P. Santrella | $547,213 | $0 | $0 | $0 | $0 | $13,972 | 561185 | $267 | Communication Services |
| ADDvantage Technologies Group Inc. | Joseph E. Hart | $290,769 | $105,000 | $87,898 | $0 | $0 | $25,173 | 508840 | $90 | Information Technology |
| Copart, Inc. | A. Jayson Adair | $1 | $0 | $0 | $0 | $0 | $490,646 | 490647 | $3,584 | Industrials |
| Cielo Waste Solutions Corp. | Don Allan | $341,691 | $80,000 | $0 | $0 | $0 | $0 | 421691 | $9,159 | Materials |
| Granite Ridge Resources, Inc. | Luke C. Brandenberg | $400,000 | $0 | $0 | $0 | $0 | $0 | 400000 | $307 | Energy |
| ComSovereign Holding Corp. | Daniel L. Hodges | $150,000 | $0 | $81,996 | $0 | $0 | $15,000 | 246996 | $13 | Information Technology |
| Dorchester Minerals, L.P. | William Casey McManemin | $96,000 | $0 | $0 | $0 | $0 | $19,200 | 115200 | $159 | Energy |
| Legacy Housing Corp | Kenneth E. Shipley | $46,923 | $0 | $0 | $0 | $0 | $0 | 46923 | $234 | Consumer Discretionary |
4. The “tabular list” of other measures are predominantly financial, specific to the business
The rules also require registrants, other than SRCs, to disclose a tabular list of at least three, and up to seven, financial performance measures that they determine are the most important measures for the last fiscal year. Since registrants are permitted, but not required, to include non-financial measures in the tabular list (once they have identified at least three financial performance measures), many companies would include some nonfinancial measures in this list – especially given the growing prominence of ESG within discussions surrounding executive pay. As illustrated in the graphic below, most companies in our early review universe only identified additional financial measures as other important metrics to include in their disclosures. Other notable observations: two companies – MYR Group and Equitrans Midstream – included ESG metrics (see shading in the table), and one – Fastenal Company – provided separate lists of metrics for its CEO, CFO and non-CEO/CFO NEOs.
Are the new PVP disclosures useful?
Sometimes more is not always better, it’s just more. While there are more news headlines that may emerge from the new PVP disclosures, true investor clarity does not appear to be one of them.
