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Analyze proxy statements (DEF 14A) to extract executive compensation, governance information, and shareholder voting matters using Octagon MCP. Use when researching CEO pay, board composition, say-on-pay votes, and corporate governance practices.
npx skill4agent add octagonai/skills sec-proxy-analysisoctagon-agentExtract executive compensation details and governance information from <TICKER>'s latest proxy statement.{
"server": "octagon-mcp",
"toolName": "octagon-agent",
"arguments": {
"prompt": "Extract executive compensation details and governance information from TSLA's latest proxy statement."
}
}Extract executive compensation details and governance information from TSLA's latest proxy statement.What is the total compensation for AAPL's CEO in the latest proxy statement?Analyze the board of directors composition and independence from MSFT's latest DEF 14A.What were the say-on-pay voting results for AMZN in their latest proxy?Compare executive compensation between GOOGL and META based on their latest proxy statements.What shareholder proposals were included in JPM's latest proxy statement and how did they fare?| Component | Description |
|---|---|
| Summary Compensation Table | Total pay for Named Executive Officers (NEOs) |
| Salary | Base salary amounts |
| Bonus | Cash bonus payments |
| Stock Awards | Equity grants at grant date fair value |
| Option Awards | Stock options at grant date fair value |
| Non-Equity Incentive | Performance-based cash compensation |
| Pension Value | Change in pension/deferred compensation |
| All Other Compensation | Perks, 401(k) match, insurance |
| Element | Description |
|---|---|
| CEO Total Compensation | All-in CEO pay |
| Median Employee Pay | Median worker compensation |
| Pay Ratio | CEO pay / median employee pay |
| Section | Content |
|---|---|
| Philosophy | Compensation objectives and strategy |
| Pay Mix | Balance of fixed vs. variable pay |
| Performance Metrics | Goals used for incentive pay |
| Peer Group | Companies used for benchmarking |
| Decisions | Rationale for pay decisions |
| Area | Details |
|---|---|
| Board Composition | Directors, independence, diversity |
| Committees | Audit, Compensation, Nominating |
| Leadership Structure | Chair/CEO separation, lead director |
| Risk Oversight | Board role in risk management |
| Shareholder Rights | Voting standards, proxy access |
| Type | Common Topics |
|---|---|
| Governance | Board declassification, majority voting |
| Environmental | Climate disclosure, emissions targets |
| Social | Human rights, DEI reporting |
| Compensation | Pay for performance, clawbacks |
| Component | Typical Range | What to Look For |
|---|---|---|
| Base Salary | 10-20% | Stability, changes |
| Cash Bonus | 15-25% | Metrics, achievement |
| Stock Awards | 40-60% | Vesting, performance |
| Options | 5-15% | Strike price, term |
| Other | 1-5% | Perks, benefits |
| Metric | Strong Alignment | Weak Alignment |
|---|---|---|
| TSR Correlation | Pay tracks returns | Pay disconnected |
| Metric Rigor | Challenging targets | Easy thresholds |
| Vesting | Performance-based | Time-based only |
| Peer Rank | Median position | Outlier high |
| Factor | Strong Governance | Weak Governance |
|---|---|---|
| Independence | >75% independent | <50% independent |
| Diversity | Diverse backgrounds | Homogeneous |
| Tenure | Balanced mix | All long-tenured |
| Overboarding | Limited seats | Directors overcommitted |
| Attendance | >90% average | Low attendance |
| Committee | Key Oversight | Best Practices |
|---|---|---|
| Audit | Financials, controls | All independent, financial experts |
| Compensation | Executive pay | All independent, no interlocks |
| Nominating | Board composition | Independent, clear criteria |
| Risk | Enterprise risk | Defined charter, regular meetings |
| Right | Shareholder-Friendly | Concern |
|---|---|---|
| Voting Standard | Majority voting | Plurality only |
| Proxy Access | Available | Not available |
| Special Meetings | Low threshold | High/no threshold |
| Written Consent | Allowed | Prohibited |
| Dual Class | Single class | Multi-class voting |
| Support Level | Interpretation |
|---|---|
| >90% | Strong approval |
| 70-90% | Acceptable |
| 50-70% | Concerns raised |
| <50% | Failed - action required |
| Support Level | Interpretation |
|---|---|
| >95% | Strong support |
| 80-95% | Normal range |
| <80% | Significant opposition |
| <50% | Failed (if majority vote) |
| Support Level | Interpretation |
|---|---|
| >50% | Passed - expect action |
| 30-50% | Significant support |
| 20-30% | Moderate interest |
| <20% | Limited support |