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Pay vs. Performance XBRL Requirements - Are you Ready?

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  • Edited
Related to pvp ecd XBRL sec

As discussed here, the SEC’s mandate for Pay vs. Performance iXBRL tagging requirements became effective for all Proxy or Information Statements which require Item 402 Executive Compensation (commonly filed as SEC Forms DEF 14A or DEF 14C) and a fiscal year end date on or after December 16, 2022.

Who is Impacted?

This rule applies to all reporting companies other than:

  • Foreign private issuers
  • Registered investment companies
  • Emerging growth companies

**Smaller reporting companies are subject to scaled down reporting requirements

https://workiva.wistia.com/medias/tdtj4wa2ht

iXBRL Requirements

Pay vs Performance disclosure requirements within proxy statements and information statements must be tagged using the Executive Compensation Disclosure (ECD) Taxonomy. 

The Final Rule requires registrants to tag in iXBRL:

  • Detail tagging of each value disclosed in the Pay vs. Performance table
  • Detail tagging and text block tagging of the footnote disclosures
  • Detail tagging and text block tagging of the Tabular list of important financial performance measures.
  • Text block tag the relationship disclosures

https://workiva.wistia.com/medias/5n8p2fni41

The SEC has provided the following Fact Sheet and Taxonomy Guide:

We are here to help

Since we understand iXBRL tagging may be new for you and your teams, the Workiva Professional Services team will be available for any of your tagging needs.  Should you choose to purchase a service to perform the iXBRL tagging of your proxy statement, you can fill out this form to formally request a Statement of Work for the iXBRL Pay vs. Performance Upgrade to Detail Tagging service. 

If you have never filed a proxy or information statement in the Workiva platform, and would also like assistance with document setup, there is an option on the same page to choose the "XBRL plus Setup" package.

Should you want to discuss support options available in meeting the upcoming Pay vs. Performance requirements, don't hesitate to reach out to your Account Rep, CSM or PSM.

Additional Workiva Resources:

  • Workiva Help Article for tagging with the Executive Compensation Disclosure (ECD) taxonomy
  • The SEC’s XBRL tagged examples available to download from the Workiva Marketplace. You may import this template to utilize in your own workspace as desired. Please note the XBRL and data displayed in the template provided are directly taken from samples provided by the SEC. 

Thank you, and as always let us know what questions you may have!

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Comments

10 comments

Date Votes
  • Tamara Hergert

    Excellent! Thank you so much for creating the videos!

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  • Joe Dassing

    Is it possible to add concepts to the outline for custom tags? I saw that extension creation is limited, however, with the "automated" outline there is no ability to edit as custom tags are created. I see other filers have custom concepts in their proxy and in their respective outline through the SEC website.

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  • Larry Slivon

    Is the XBRL template available to download from Workiva Marketplace yet?  Looking to start tagging our disclosures soon.  Thanks!

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  • Tamara Hergert

    Hi Joe,

    It looks like we can create custom tags, but we can't see them added to the XBRL outline, and so to edit them (if needed) we would go into a "Select concept" in any tag and then find your custom concept, select it and edit it from within the tag menu.

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  • Tamara Hergert

    I am wondering how to make the XBRL fact to be "DEF 14A," when tagging the "SCHEDULE 14A" Document type? I see other filers have done it somehow, but I'm not sure how to do it, other than putting the tag in the Non-printing page with the correct fact "DEF 14A."

    Any advice?

     

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  • Liz Walters

    Hello Tamara Hergert,

    Happy Friday! Thank you for jumping in here. For you question about the DEF 14A tagging, I think that this post may be helpful for you. Our recommendation is to utilize the non-printing section, but if you have any more questions about it, please feel free to comment here or on that post! 

     

     

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  • Tamara Hergert

    Thank you so much, Liz! Both this post and the post regarding DEF14A tagging are very helpful!

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  • Jennifer Bartlett

    Hi, has anyone had any trouble with .jpgs and the new ECD taxonomy? I got the following error messages for all of my logos, but I am positive they are all .jpgs.

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  • David Winn
    • Edited

    Hi Jennifer Bartlett - I have good news for you! The SEC just released an update to this validation to relax this check and as such new filings should not trigger this error anymore. We are working to get this update brought into the application which will result in you no longer seeing the validation. This may take us a few days though. I would advise to ignore this error for now and it will just go away once we release the change. To confirm this you could submit a test filing to the SEC today and verify that you are not seeing the error in there which would confirm the SEC isn't taking issue with your specific image and that it will go away in the application soon.

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  • Jennifer Bartlett

    David Winn, thank you! I just tried a test filing and it was accepted. Whew!

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