SEC Officer Definitions: A Quick Reference

Federal securities law does not use a single, uniform definition of “officer.” Instead, several overlapping definitions determine who qualifies as an officer for different regulatory purposes, each carrying its own set of individual-specific disclosure consequences. For public companies and their counsel, correctly classifying officers across these frameworks is essential to ensuring compliance with SEC filing requirements. Additionally, for prospective officers themselves, understanding how these definitions apply is critical to appreciating the scope of personal information that will become publicly available upon assuming their roles.

To help navigate this landscape, we have prepared the attached reference table providing a side-by-side comparison of the key officer-related definitions under federal securities law, including:

• “Executive Officer” under Exchange Act Rule 3b-7;
• “Named Executive Officer” under Regulation S-K, Item 402(a)(3);
• “Section 16 Officer” under Exchange Act Rule 16a-1(f);
• Officers subject to current event reporting under Form 8-K, Item 5.02; and
• “Senior Management” of Foreign Private Issuers under Form 20-F.

For each definition, the table summarizes the key criteria, identifies the principal disclosure obligations that require information about individual officers, and highlights notable differences and areas of overlap among the various frameworks.

Download the full reference table here.

For questions about these or related issues, please reach out to your existing firm contact or an author of this post.