52.204-10 Reporting Executive Compensation

and First-Tier Subcontract Awards.

As prescribed in 4.1403(a), insert the following clause:

Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020)

(a) Definitions. As used in this clause:

Executive means officers, managing partners, or any other employees in management positions.

First-tier subcontract means a subcontract awarded directly by the Contractor for the purpose of

acquiring supplies or services (including construction) for performance of a prime contract. It does

not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for

materials or supplies that benefit multiple contracts and/or the costs of which are normally applied

to a Contractor’s general and administrative expenses or indirect costs.

Month of award means the month in which a contract is signed by the Contracting Officer or the

month in which a first-tier subcontract is signed by the Contractor.

Total compensation means the cash and noncash dollar value earned by the executive during the

Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR

229.402(c)(2)):

(1) Salary and bonus.

(2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized

for financial statement reporting purposes with respect to the fiscal year in accordance with the

Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) 718,

Compensation-Stock Compensation.

(3) Earnings for services under non-equity incentive plans. This does not include group life, health,

hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and

are available generally to all salaried employees.

(4) Change in pension value. This is the change in present value of defined benefit and actuarial

pension plans.

(5) Above-market earnings on deferred compensation which is not tax-qualified.

(6) Other compensation, if the aggregate value of all such other compensation (e.g., severance,

termination payments, value of life insurance paid on behalf of the employee, perquisites or

property) for the executive exceeds $10,000.

(b) Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L.

109-282), as amended by section 6202 of the Government Funding Transparency Act of 2008 (Pub.

L. 110-252), requires the Contractor to report information on subcontract awards. The law requires

all reported information be made public, therefore, the Contractor is responsible for notifying its

subcontractors that the required information will be made public.
(c) Nothing in this clause requires the disclosure of classified information

(d)

(1) Executive compensation of the prime contractor. As a part of its annual registration requirement

in the System for Award Management (SAM) (Federal Acquisition Regulation (FAR) provision

52.204-7), the Contractor shall report the names and total compensation of each of the five most

highly compensated executives for its preceding completed fiscal year, if–

(i) In the Contractor’s preceding fiscal year, the Contractor received-

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts),

loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial

assistance; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans,

grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance;

and

(ii) The public does not have access to information about the compensation of the executives through

periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.

78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public

has access to the compensation information, see the U.S. Security and Exchange Commission total

compensation filings at http://www.sec.gov/answers/execomp.htm.)

(2) First-tier subcontract information. Unless otherwise directed by the Contracting Officer, or as

provided in paragraph (g) of this clause, by the end of the month following the month of award of a

first-tier subcontract valued at or above the threshold specified in FAR 4.1403(a) on the date of

subcontract award, the Contractor shall report the following information at http://www.fsrs.gov for

that first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov to

report the data.)

(i) Unique entity identifier for the subcontractor receiving the award and for the subcontractor's

parent company, if the subcontractor has a parent company.

(ii) Name of the subcontractor.

(iii) Amount of the subcontract award.

(iv) Date of the subcontract award.

(v) A description of the products or services (including construction) being provided under the

subcontract, including the overall purpose and expected outcomes or results of the subcontract.

(vi) Subcontract number (the subcontract number assigned by the Contractor).

(vii) Subcontractor’s physical address including street address, city, state, and country. Also include

the nine-digit zip code and congressional district.

(viii) Subcontractor’s primary performance location including street address, city, state, and

country. Also include the nine-digit zip code and congressional district.

(ix) The prime contract number, and order number if applicable.
(x) Awarding agency name and code.

(xi) Funding agency name and code.

(xii) Government contracting office code.

(xiii) Treasury account symbol (TAS) as reported in FPDS.

(xiv) The applicable North American Industry Classification System code (NAICS).

(3) Executive compensation of the first-tier subcontractor. Unless otherwise directed by the

Contracting Officer, by the end of the month following the month of award of a first-tier subcontract

valued at or above the threshold specified in FAR 4.1403(a) on the date of subcontract award, and

annually thereafter (calculated from the prime contract award date), the Contractor shall report the

names and total compensation of each of the five most highly compensated executives for that firsttier subcontractor for the first-tier subcontractor’s preceding completed fiscal year at

http://www.fsrs.gov, if-

(i) In the subcontractor’s preceding fiscal year, the subcontractor received-

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts),

loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial

assistance; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans,

grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance;

and

(ii) The public does not have access to information about the compensation of the executives through

periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.

78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public

has access to the compensation information, see the U.S. Security and Exchange Commission total

compensation filings at http://www.sec.gov/answers/execomp.htm.)

(e) The Contractor shall not split or break down first-tier subcontract awards to a value below the

threshold specified in FAR 4.1403(a), on the date of subcontract award, to avoid the reporting

requirements in paragraph (d) of this clause.

(f) The Contractor is required to report information on a first-tier subcontract covered by paragraph

(d) when the subcontract is awarded. Continued reporting on the same subcontract is not required

unless one of the reported data elements changes during the performance of the subcontract. The

Contractor is not required to make further reports after the first-tier subcontract expires.

(g)

(1) If the Contractor in the previous tax year had gross income, from all sources, under $300,000,

the Contractor is exempt from the requirement to report subcontractor awards.

(2) If a subcontractor in the previous tax year had gross income from all sources under $300,000,

the Contractor does not need to report awards for that subcontractor.

(h) The FSRS database at http://www.fsrs.gov will be prepopulated with some information from SAM
and the FPDS database. If FPDS information is incorrect, the contractor should notify the

contracting officer. If the SAM information is incorrect, the contractor is responsible for correcting

this information.

(End of clause)

Parent topic: 52.204 [Reserved]