A principal executive officer is the officer the SEC rules hold responsible for a company as a whole: the person, whatever the title, who performs the chief executive function, and who must sign the 10-K and a Section 302 certification in that capacity. On the roster's 819 10-Ks whose filing index the record read, 766 of the officers who sign the first certification carry a chief executive title, and in 11 filings one person signs both certifications, as principal executive and principal financial officer at once.

The rules rarely use job titles. They name capacities, and leave it to each company to say which of its officers fills each one. This guide sets the rule text beside what the roster's signature pages and certifications print. The principal financial officer has its own guide, and the wording of the certifications is in the guide to who signs the 10-K.

The term in the rules

The phrase appears in the rules as one of three officer capacities: the principal executive officer, the principal financial officer and the principal accounting officer. None of them is defined by a title. Rule 13a-14(a), which governs the Section 302 certifications, says who signs them:

Figure 1: annotated excerpt

“Each principal executive and principal financial officer1 of the issuer, or persons performing similar functions2, at the time of filing of the report3 must sign a certification.”
  1. 1"Each": a company with co-chief executives has two principal executive officers, and both certify.
  2. 2The definition by function. An issuer without a chief executive, such as a trust or a partnership run by a general partner, still has someone who performs the role.
  3. 3Whoever holds the capacity on the filing date signs, even if they arrived after the period ended.
Verbatim, from govinfo.gov.

The Section 906 statute uses different words for the same pair. 18 U.S.C. 1350(a) requires a statement "by the chief executive officer and chief financial officer (or equivalent thereof)." Rule 13a-14(b) carries that into the SEC's terms: "Each principal executive and principal financial officer of the issuer (or equivalent thereof) must sign a certification." The statute says chief executive; the rule says principal executive; the parentheses make them the same person.

Form 8-K uses the term too. Item 5.02(b) applies when "the registrant's principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer, or any person performing similar functions" retires, resigns or is terminated. The list puts "president" beside "principal executive officer" because the two are not always the same officer.

Who must sign a 10-K, and in which capacity

General Instruction D of Form 10-K is the signature rule. Paragraph (2)(a) says "The report must be signed by the registrant," which happens through one officer "thereunto duly authorized," as 3M's page puts it, and then lists the people who sign for it:

Figure 2: annotated excerpt

“on behalf of the registrant by its principal executive officer or officers1, its principal financial officer or officers, its controller or principal accounting officer2, and by at least the majority of the board of directors3”
  1. 1The plural is deliberate: the instruction expects that some companies have more than one.
  2. 2The third capacity can be filled by the controller.
  3. 3Directors sign as directors. At 3M most sign through an attorney-in-fact, under powers of attorney filed as Exhibit 24.
Verbatim, from sec.gov.

Paragraph (2)(b) adds the rule for people who hold more than one capacity: "Any person who occupies more than one of the specified positions shall indicate each capacity in which he signs the report." That sentence is why signature pages print parentheses after titles.

3M Company's 10-K for 2024 shows the layout. The company signs through its chief financial officer, and then the officers sign "on behalf of the Registrant and in the capacities indicated." The chief executive's line reads:

Figure 3: annotated excerpt

“Chief Executive Officer1 (Principal Executive Officer and Director)2”
  1. 1The company's own title for the officer.
  2. 2The capacities General Instruction D asks for, printed after the title: one person, two capacities, one signature.
Verbatim, from sec.gov.

The certifications: who signs Exhibits 31 and 32

Figure 4

Who signs and certifies which part of the 10-K

  1. Signature page

    Principal executive officer

    Signs on behalf of the registrant (General Instruction D(2)(a)), signs a Section 302 certification (Exhibit 31) and the Section 906 statement (Exhibit 32).

  2. Signature page

    Principal financial officer

    Signs on behalf of the registrant, and signs the second Exhibit 31 and Exhibit 32, or a joint Exhibit 32 with the principal executive officer.

  3. Signature page

    Controller or principal accounting officer

    Signs on behalf of the registrant. No certification is required of this capacity by Rule 13a-14.

  4. Signature page

    A majority of the board

    Directors sign in their own capacity, often through a power of attorney. The certifications may not be signed that way (Rule 13a-14(c)).

The three officer capacities the rules name and the documents each one signs. One person may hold more than one capacity, and then signs once in each, or once with every capacity printed. Source: Form 10-K, General Instruction D; Exchange Act Rule 13a-14(a) and (b); 18 U.S.C. 1350 (sec.gov, govinfo.gov).

Each certifying officer signs an Exhibit 31 certification, usually filed as a document of its own. The principal executive officer's is usually numbered 31.1 and the principal financial officer's 31.2. Exhibit 32 can be one joint statement or two, because Rule 13a-14(b) allows "a single certification signed by an issuer's principal executive and principal financial officers."

The record read the filing index of the 10-K each roster seat cites and opened its Exhibit 31 certifications, for 819 10-Ks in all. By the numbering companies use, the first certification is the principal executive officer's. Its signature block prints a title, and that title is the clearest look at how companies name their principal executive officer.

Exhibit 32 splits the other way. The roster's filing indexes list a single Exhibit 32 document in 322 of the 10-Ks and two or more in 496. A single document can be the joint statement the rule allows, with two signatures under one text, or the statement of one officer who holds both capacities; two documents are one statement per officer, as at 3M, where Exhibit 32.1 is the chief executive's and Exhibit 32.2 the chief financial officer's. Either way the statute's pair is the same: the officer who signs the first Exhibit 31 as principal executive officer signs the Section 906 statement as chief executive officer, and the record does not treat the two titles as different people. A company that names a president as its principal executive officer has that president sign both.

Figure 5

766 of the roster's first Exhibit 31 signers carry a chief executive title

766 of the roster's first Exhibit 31 signers carry a chief executive title. Roster 10-Ks: Chief Executive Officer: 766; Co-Chief Executive Officer: 6; President, no CEO title: 8; Chair or Executive Chair, no CEO title: 11; Principal Executive Officer only: 9; Other title: 3; not established: 16.Chief Executive Officer766Co-Chief Executive Officer6President, no CEO title8Chair or Executive Chair, no CEO title11Principal Executive Officer only9Other title3not established16Roster 10-Ks
Roster 10-Ks whose filing index could be read, by the title printed under the signature of the first Exhibit 31 certification, the one filed for the principal executive officer. Source: CFO Tribune roster record (verified 10-K signature seats); the filing index, Exhibit 31 and 32 documents and XBRL cover page (R1.htm) of the 10-K each verified roster seat cites, read once each from sec.gov. As of November 11, 2026.

Most carry "Chief Executive Officer" in some form: alone, after "President and," or after "Chair and." Six are signed by a co-chief executive. 8 carry a president's title with no chief executive title at all, and 11 a chair's or executive chair's title. 350 of the 803 titles also print the capacity itself, "Principal Executive Officer," under or after the title. The rest leave the capacity to the certification's own text, which already says who is certifying.

President, chair or chief executive

The roster's titles show why the rules avoid naming a title. A company can split its senior offices three ways, a chair of the board, a chief executive and a president, and any of the three can be the principal executive officer. The capacity goes to whoever performs the function, and the certification and the signature page are where the company says who that is.

Where the first certification is signed by a president with no chief executive title, or by an executive chair, the company has chosen that officer as its principal executive officer, and the filing's own words are the evidence. Two signatures on a 10-K can then carry the word "executive": an executive chair who signs as principal executive officer, and a chief executive who signs as a director, or the other way round. Reading the parentheses, not the titles, settles which is which.

Co-chief executives are the one case the rule's "or officers" was written for. Each certifies, so a 10-K with co-chief executives carries three Exhibit 31 certifications or more, and the signature page prints the principal executive capacity twice.

The same reading applies to the 10-Q. Rule 13a-14(a) covers both forms, so the principal executive officer certifies every quarterly report as well. Each 10-Q carries its own Exhibit 31 certifications, signed by whoever holds the capacities on the day it is filed, which is how a change of principal executive officer between two quarters shows up first: a new name under the first certification.

How the capacities are printed on the signature page

The roster stores the CFO signer's title exactly as the signature page prints it, so it shows how the financial capacities are printed. The same parentheses that carry "Principal Executive Officer" for the chief executive carry the financial capacities for the CFO.

Figure 6

382 CFO signers print the principal financial capacity alone; 230 add principal accounting

382 CFO signers print the principal financial capacity alone; 230 add principal accounting. Roster seats: Principal financial officer: 382; Principal financial and accounting officer: 230; Principal executive and financial officer in one title: 24; Principal accounting officer only: 5; No capacity printed, title only: 98; not established: 92.Principal financial officer382Principal financial and accounting officer230Principal executive and financial officer in one title24Principal accounting officer only5No capacity printed, title only98not established92Roster seats
Verified roster seats by the capacity printed with the CFO signer's title on the 10-K signature page. Not established: the record holds no CFO signer for the seat. Source: CFO Tribune roster record (verified 10-K signature seats). As of November 11, 2026.

Of the 831 roster seats, 739 have a CFO signer whose title the record holds, and 629 of those titles carry a parenthesis. 382 print the principal financial capacity alone, which leaves the principal accounting capacity to another signer, at 3M the corporate controller and chief accounting officer. 230 print both the financial and the accounting capacity: the CFO signs for both, and the company has no separate principal accounting officer on the page. 98 print a title with no capacity; the record ties those signers to the seat through the title and the signature block's layout instead.

When one person signs in two capacities

24 roster CFO signers print the principal executive capacity as well as a financial one. At those companies the chief executive is also the principal financial officer, in some cases with an interim CFO title added, and one signature carries both capacities. The certifications show the same thing from the other side.

Figure 7

In 11 roster 10-Ks one person signs both Section 302 certifications

In 11 roster 10-Ks one person signs both Section 302 certifications. Roster 10-Ks: Two certifications, two signers: 726; Two certifications, one signer: 11; One Exhibit 31 certification: 27; Three or more certifications: 55; not established: 12.0200400600800726Two certifications, two signers11Two certifications, one signer27One Exhibit 31 certification55Three or more certifications12not establishedExhibit 31 certificationsRoster 10-Ks
Roster 10-Ks by the number of Exhibit 31 certifications, counted inside each document the filing index lists, and whether the two certifications name the same signer. Source: CFO Tribune roster record (verified 10-K signature seats); the filing index, Exhibit 31 and 32 documents and XBRL cover page (R1.htm) of the 10-K each verified roster seat cites, read once each from sec.gov. As of November 11, 2026.

In 726 roster 10-Ks two people sign the two Exhibit 31 certifications. In 11 one person signs both, and in 27 the filing carries a single certification, the form a filing takes when one officer certifies in both capacities. The count is of certifications, not documents: 19 of the 10-Ks file two or more officers' certifications together in one Exhibit 31 document, and each certification in it is counted. Rule 13a-14(a) is satisfied either way: what it requires is that each person holding a capacity signs, and when one person holds both, that person signs for both.

A company with one officer in both chairs has nobody else to certify. The record treats such a person as the company's principal financial officer, because the filing says so, and keeps the title as printed.

When the principal executive officer changes

A change of principal executive officer is reported the same way as a change of CFO, under Item 5.02 of Form 8-K, within four business days. The record tracks only the financial seat. When a chief executive who also held the principal financial capacity leaves, or hands the financial capacity to a new CFO, the 8-K reports a change in the CFO seat too, and the record counts it as a move. One of the October 2026 interim filings in the Item 5.02 casebook runs the other way: an interim chief executive designated to "also serve as" the interim principal financial officer and principal accounting officer.

For the 10-K, the date that matters is the filing date. Whoever holds the capacity then signs, which is why a new principal executive officer can sign the certifications for a year spent mostly under a predecessor.

Method

  • The roster. The record's 831 verified roster seats at November 11, 2026. The CFO signer's title is the record's title field, copied from the signature page and checked against the conformed signature.
  • Certifications. The filing index of each seat's 10-K and each Exhibit 31 document it lists, read once from sec.gov through the site's EDGAR client in November 2026. The title is the text printed under the /s/ signature, up to the date. A document holds as many certifications as it has opening sentences ("I, ..., certify that") or signature blocks, whichever is more, and at least one. Two certifications have "one signer" when the name in each opening sentence ("I, ..., certify that") or under each signature is the same. No signer's name is kept in the data.
  • Capacities. A plain text test on the title: "principal executive," "principal financial" and "accounting officer."
  • Not counted. The full signature page of each 10-K was not parsed beyond the CFO signer; the count of directors and of principal accounting officers who sign separately waits for a later pass.
  • Recomputing. scripts/articles/fetch-roster-exhibits.mjs reads the certifications and saves the titles; node scripts/articles/compute.mjs --only peo writes every figure here.