A corporate officer is an individual who holds a designated executive position within an issuer, with responsibilities defined by the issuer’s governing documents, board actions, or applicable law. In U.S. securities regulation, the term is used descriptively to identify persons who occupy specified management roles, rather than to describe the scope of their authority or decision-making power.
Within insider reporting under Section 16 of the Securities Exchange Act of 1934, the status of corporate officer is relevant because certain officers of an issuer with a class of equity securities registered under Section 12 of the Exchange Act are subject to mandatory reporting obligations with respect to the issuer’s registered equity securities.
Regulatory Context
For Section 16 purposes, the definition of an officer is set out in Exchange Act Rule 16a-1(f). The rule defines officers by reference to specific executive roles, including the issuer’s president, principal financial officer, principal accounting officer, principal operating officer, and any vice president in charge of a principal business unit, division, or function, as well as other officers who perform policy-making functions for the issuer.
The determination of officer status under Rule 16a-1(f) is based on the functions performed, not solely on job titles. An individual may be deemed a corporate officer for Section 16 purposes even if their title differs from those expressly listed, provided their role involves policy-making responsibilities.
Reporting Treatment
A corporate officer who meets the definition in Rule 16a-1(f) is a reporting person under Section 16(a) and must disclose beneficial ownership of, and changes in ownership of, the issuer’s equity securities on Form 3, Form 4, and Form 5, as applicable.
The reporting obligation attaches to the individual’s status as an officer of the issuer, not to the manner in which securities are acquired or disposed of. Transactions by corporate officers are reported using the same transaction codes and table structures as those applicable to other reporting persons.
Relationship to Other Roles
A corporate officer is distinct from a member of the issuer’s board of directors, although an individual may simultaneously serve as both an officer and a director. It is also distinct from a beneficial owner whose reporting obligation arises solely from ownership thresholds rather than from an executive role.
The classification of an individual as a corporate officer for Section 16 purposes depends on regulatory definitions and functional responsibilities, not on corporate rank, compensation level, or public prominence.
Sources
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17 CFR § 240.16a-1(f) — Definition of “officer” for Section 16 purposes
https://www.law.cornell.edu/cfr/text/17/240.16a-1 -
SEC — Officers, Directors, and Section 16 Reporting
https://www.sec.gov/resources-small-businesses/going-public/officers-directors-10-shareholders - https://augursignals.com/ellisadmin/cms/placeholder/object/31/edit/122/?language=en-us#
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SEC Form 4 Data Instructions — Applicability of insider reporting to officers
https://www.sec.gov/files/form4data.pdf