Private-Company Executive Compensation: What an S-1 Filing Actually Discloses

Building a comp band for a private target usually means one thing: no filing exists, so you build a peer-proxy estimate from comparable public companies instead. That’s still true for almost every private company you’ll ever price a search against.

There’s one real exception, and it’s easy to miss because it only lasts for a matter of months. A company that files to go public has to disclose named executive pay for the years it was still private. Not an estimate: a filed fact, the same Summary Compensation Table a public company carries every year, just covering a period before the company was one.

Why private-company pay is normally invisible

A private company files nothing with the SEC. No DEF 14A, no Summary Compensation Table, no Item 402 disclosure of any kind, because none of the rules that force a public company to publish it apply.

The peer-proxy method exists precisely because that gap is permanent for the vast majority of targets: pick two to four comparable public peers, benchmark the same way you would a public target, then discount for size and private status.

That method is the right default. It just isn’t the whole picture.

The one real exception: an S-1 filing

Under Item 402 of Regulation S-K, a company registering securities for public sale, an S-1 filed ahead of an IPO, must include a full Summary Compensation Table for its Named Executive Officers. That table covers the most recently completed fiscal year, which for a company that has never been public is a year it was still 100% private.

The rule exists to protect investors buying into the offering, not to help anyone benchmark pay. The effect is the same either way: for a narrow window around a private company’s IPO, its real executive comp becomes a filed, checkable number instead of an estimate.

A worked example: Jersey Mike’s Subs, Inc.

On January 16, 2025, affiliates of Blackstone Inc. acquired 90% of Jersey Mike’s Holdings, with the remaining 10% retained by Original 56ers, Inc., the vehicle of founder Peter Cancro. Jersey Mike’s Subs Inc. filed its S-1 registration statement on July 2, 2026, amended July 20, disclosing 2025 compensation for seven named executives who earned it while the company was still fully private.

Source: Jersey Mike's Subs Inc., Form S-1/A filed July 20, 2026, Summary Compensation Table (fiscal year ended December 28, 2025). Totals include "All Other Compensation" not shown as a separate column here; for Cancro that is $2,062,442, almost all of it his pay as board chair after he stepped down as CEO on April 28, 2025. Each row reconciles against the filing.

Reading the numbers, not just the total

The filing is real, but the total column is the wrong number to pull straight into a benchmark. Four things it explains that a bare total hides.

Read the stock column as a grant-date value

Morrison’s $18,739,349 is not a year of equity pay. Under the company’s management incentive plan he was granted 86,489,304 Class B Units, profits interests that share in value created above a threshold, on the day he started, April 28, 2025.

One third of those units vest over five years, 20% a year. The table’s Stock Awards figure is the grant-date fair value of that third, measured under ASC Topic 718 and reported in full in the year of grant. Spread over its vesting, it is about $3.7 million a year.

The $0 is the benchmarking trap

The other two thirds, three tranches of 19,219,845 units each, vest only when Blackstone reaches set multiples on its investment. The filing explains that this needs a liquidity event the company did not consider probable at grant, so the SEC’s rules put no value on them: they are in the table at $0.

So the total column overstates one year, by booking five years of vesting at once, and understates the package, by leaving out most of the units. The filing also says the company expects to change those performance terms around the offering. For a benchmark, describe the equity by units and vesting terms, never by the table’s dollar figure.

A partial year’s cash isn’t the run rate

Every current executive in the table joined during 2025, so every salary is a partial year. Morrison’s $740,385 salary and $744,384 guaranteed bonus cover eight months; his employment agreement sets a $1,100,000 base with a target bonus of 100%, so $2.2 million is the annual cash the seat is set to pay.

The same reading applies further down. Allen joined on December 2, 2025 at an $800,000 base, and McLester on November 17 at $450,000, which is why their salary lines are $61,538 and $51,923. Always check the start date and the employment agreement before reading a salary line as a full-year figure.

A one-time bonus can swamp everything else

Tombs’s $40,038,462 bonus is, per the filing’s own footnote, the $40,000,000 cash transaction bonus paid to him in connection with the Blackstone acquisition. It has nothing to do with what a CFO seat at Jersey Mike’s normally pays and would badly distort a benchmark if averaged in with the rest of the table.

Where this fits with the peer-proxy method

This S-1 window is narrow by design. It only exists for a company that has actually filed, and most private companies, including most of the PE-backed ones a search firm prices most often, never will. When no S-1 exists, the peer-proxy method built from comparable public companies’ DEF 14A filings is still the right default, discounted for size and private status and cross-checked against a published survey.

What the S-1 window buys you, when one exists, is the same discipline applied to a real filed number instead of an estimate: separate fact from noise, label the one-time items, and use the annual base and target bonus, with the equity described by its terms, for anything you’re going to defend to a client.

The same read applies to a candidate’s unvested equity: a filed number is still only useful once you know what’s ordinary and what’s a one-time event sitting inside it.

And when a target company you’re pricing is privately held today but a Blackstone-style sponsor is involved, a comparable make-whole filing from a public deal can round out the picture: what it actually costs a new employer to buy a senior hire out of a similar situation.

Book a call: the comp read for your next mandate, built from whichever primary source actually exists for your target, in a sample on a brief of your choice.

Sources

• Jersey Mike's Subs Inc., Form S-1/A, filed July 20, 2026 (Summary Compensation Table, Grants of Plan-Based Awards, the named executives' employment agreements, and the Sponsor Acquisition disclosure).
• U.S. Securities and Exchange Commission, EDGAR full-text filing search.
• U.S. Securities and Exchange Commission, Regulation S-K, Item 402 (executive compensation disclosure requirements).