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
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
The SEC has provided the following Fact Sheet and Taxonomy Guide:
- Fact Sheet Pay Versus Performance
- Executive Compensation Disclosure (ECD) Taxonomy Guide
- Pay Versus Performance A Small Entity Compliance 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!