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The SEC’s sexy season is here!

When you read SEC filings for a living, you develop a bit of a warped sense of humor. How else to explain why I call the annual proxy statement that companies file the sexiest document (see this @Workiva podcast from last year, for example)?

Talk about voyeurism! Not only do you get to see how much the top five executives make, but you also get to see how much is spent on their perks, all of those fun related party transactions (although as we saw earlier this month with Skechers, not all of them make it into the proxy), director compensation (and those perks), not to mention all of those shareholder proposals, which even if they pass, have a snowball’s chance in hell of being implemented.

This year’s deadline for proxy statements is April 29 for companies on a calendar year. But we’ve already seen quite a few companies posting theirs. It should come as little surprise, by the way, that some of the most interesting ones are filed after 4 pm EST on a Friday, what I fondly call the Friday Night Dump.

Last week, for example, two American health care giants filed their proxy statements after 4 pm: Cigna Group and HCA Healthcare. While the two companies represent different sectors of America’s healthcare mess, it’s hard to look at the hefty compensation numbers objectively given this recent Kaiser Family Foundation study that shows that nearly half of all Americans say it is difficult to afford healthcare and that one in four Americans say they or a family member had problems paying a healthcare bill in the past year.

At Cigna, the summary compensation table shows a modest compensation increase for CEO David Cordani over the past year. But those numbers actually aren’t as interesting as the helpful chart on pg. 107(!) of the proxy (you have to wonder how many Cigna shareholders make it to that page), which shows that over the past four years, Cordani’s “Actually paid” compensation was just shy of $100 million! Of particular interest in the chart on pg. 107 is that according to Cigna’s own calculations, Cordani didn’t actually make $21m in 2022. The “actually paid” number was $57.4 million!

At HCA, the numbers of “actually paid” compensation are even higher. While the summary comp table reflects total compensation of $86.9m for CEO Samuel Hazen, the “actually paid” number adds up to $148.3m over the past four years (see page 96 of HCA’s proxy for the details).

These kind of details are available — often buried deep in the respective filings — if you know where to look. And unlike the number of widgets sold or the actual meaning of EBITDA, it doesn’t take a lot to understand a big payday, which is why proxies are so sexy.