The Securities and Exchange Commission is making little comment on public companies' stock compensation accounting, instead directing most of its concerns to companies trying to go public.

In a recent analysis of SEC comment letters in 2013 through mid-September, PwC found 34 companies that received comments related to stock compensation containing a total of 118 separate comments. Half of the comments related to disclosure, while 41 percent questioned valuation, and only 9 percent related to accounting recognition. PwC says 75 percent of the total number of comments were directed at registration statement filings for companies preparing to go public.

“If you're a public company that has any sorts of designs on going public or even more importantly being acquired by a public company, you have to pay very, very careful attention to the valuations in stock compensation accounting,” said Stephen Quinlivan, a partner with law firm Stinson Leonard Street. Valuation is more complex for companies that are not yet public, and therefore don't have shares on an exchange that help establish values. “If you're a public company, you know what your stock price is.”

Ken Stoler, a partner with PwC's HR accounting advisory group, says the valuation issue is important because it dictates how much expense the company ultimately will recognize. “The valuation process is sometimes not very straightforward,” he says. “It requires judgment, and the staff had lots of questions about how those companies are doing the valuation and how they got comfortable with the valuation of options or other awards.”

Comment letter trends suggest the SEC is generally satisfied with how public companies are handling the accounting around stock compensation, but concerned about companies that are about to do an initial public offering, says Stoler. “The SEC staff must be relatively comfortable that companies have a pretty good handle on how the rules for stock compensation work,” he says. “They're getting the disclosures right, and auditors are doing a good job of auditing that.”

Stoler says PwC will soon publish another analysis of SEC comment letters focused on the accounting for pension and other post-employment benefits. He expects the comment letter analysis to become an annual exercise for the firm.