Principal financial officer, CFO and chief accounting officer: what each title means in SEC filings

"Chief financial officer" is a job title. "Principal financial officer" is a role that SEC rules give duties to. Most of the time the same person holds both, and filings say so in one breath: "Executive Vice President and Chief Financial Officer (Principal Financial Officer)." But the two can come apart, and when they do, the rules follow the role.

This guide sets out what the rules say about the principal financial officer, the principal accounting officer and the chief financial officer, and how CFO Tribune decides whose seat a record is about.

The principal financial officer

The rules that matter most to a CFO are written about the principal financial officer.

• Form 8-K Item 5.02. Paragraph (b) applies when the "principal financial officer" retires, resigns or is terminated from that position. Paragraph (c) applies when a company "appoints a new principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer, or person performing similar functions."
• The 10-K signature page. General Instruction D of Form 10-K says the report "must be signed by the registrant, and on behalf of the registrant by its principal executive officer or officers, its principal financial officer or officers, its controller or principal accounting officer, and by at least the majority of the board of directors."
• Certifications. Rule 13a-14(a) says "each principal executive and principal financial officer of the issuer, or persons performing similar functions, at the time of filing of the report must sign a certification."
• Controls. Rule 13a-15 requires management to evaluate disclosure controls and internal control over financial reporting "with the participation of the issuer's principal executive and principal financial officers, or persons performing similar functions."
• Pay disclosure. Item 402(a)(3)(ii) of Regulation S-K makes a named executive officer of "all individuals serving as the registrant's principal financial officer or acting in a similar capacity during the last completed fiscal year," "regardless of compensation level."

Rule 12b-2, where the Exchange Act rules keep their general definitions, does not define "principal financial officer." The rules lean instead on "persons performing similar functions." In practice, the company designates its principal financial officer, and the designation appears in its filings: on the 10-K signature page, in the certifications, and in the 8-K that reports a change.

The chief financial officer

Statute does use the title. Section 906 of the Sarbanes-Oxley Act, codified at 18 U.S.C. 1350, requires each periodic report with financial statements to "be accompanied by a written statement by the chief executive officer and chief financial officer (or equivalent thereof) of the issuer." The SEC's rule implementing it, Rule 13a-14(b), puts it in the regulation's own terms: "Each principal executive and principal financial officer of the issuer (or equivalent thereof) must sign a certification."

So "chief financial officer (or equivalent thereof)" in the statute and "principal financial officer" in the rule point at the same signer. Whatever the titles, the certifications filed with each report show who signed as principal financial officer.

The principal accounting officer

The principal accounting officer is a separate role on the same lists. Form 10-K asks for the signature of the "controller or principal accounting officer." Item 5.02 covers that officer's departure and appointment alongside the principal financial officer's.

Companies arrange the two roles in a few ways:

• Two people. A CFO as principal financial officer and a chief accounting officer or controller as principal accounting officer. Each signs the 10-K in that capacity.
• One person, two roles. At some companies one officer holds both. General Instruction D says "any person who occupies more than one of the specified positions shall indicate each capacity in which he signs the report," so the signature line reads "(Principal Financial Officer and Principal Accounting Officer)."
• A temporary shift. When a CFO leaves, the chief accounting officer is sometimes designated principal financial officer as well, on an interim basis or otherwise.

A change in the principal accounting officer alone is not a CFO change. A filing that moves only that designation, while the CFO keeps the principal financial officer role, does not produce a move on CFO Tribune.

Executive officers

Rule 3b-7 defines "executive officer" to include "any vice president of the registrant in charge of a principal business unit, division or function (such as sales, administration or finance)." A CFO in charge of the finance function fits that definition. The definition matters for Item 401 of Regulation S-K, which asks for the background of executive officers, and for Item 5.02, which borrows the definition in its director paragraph.

Not every finance executive is the principal financial officer. A divisional CFO, a deputy CFO or a treasurer can be an executive officer without holding the role.

How CFO Tribune applies this

The record is about one seat per company: the principal financial officer, whatever the person's title.

• Moves. A move is a change in who holds the principal financial officer role, reported under Item 5.02. A title change for a person who keeps the role is not a move; neither is a change in deputy, divisional or assistant CFO roles.
• Roster. A roster seat comes from the company's latest 10-K signature page, where the principal financial officer signs in that capacity. The record names the signer only when the title is printed with that person's own conformed signature. Of 483 roster seats, 438 name an officer this way and 45 are recorded as not established.
• Titles. Each record prints the title as the filing gives it, such as "Executive Vice President and Chief Financial Officer," and uses "CFO" only in headlines.

Every record on the companies page shows which filing its seat comes from. The methodology explains the signature check in full.