Schedule C — service-provider compensation disclosure

Schedule C of Form 5500 is the schedule that names every service provider paid $5,000 or more by the plan during the year, and discloses both direct compensation (paid by the plan) and indirect compensation (paid by third parties — carriers, vendors, PBMs — in connection with services to the plan).

For each named provider, Schedule C asks for the dollar amount received, the manner in which it was received, and any conflicts of interest. Most importantly, the form has a specific line for service providers who refused to disclose their indirect compensation. That line is the single most-cited filter in ERISA fee-litigation discovery — plaintiffs' counsel screen public Form 5500 records for sponsors with the non- disclosure indicator before they file class actions.

The $5,000 threshold and the 100-participant threshold both have to be met for Schedule C to be required.

• 100+ participants at the start of the plan year — plans below this threshold file Schedule I instead and generally aren't subject to Schedule C.
• Any single service provider receives $5,000+ — direct and indirect compensation are aggregated for the $5,000 test. A plan with no provider crossing $5,000 in either category is not required to file Schedule C, even if the plan otherwise meets the participant threshold.

Indirect compensation is any compensation a service provider receives from a source other than the plan itself, in connection with services rendered to the plan. Examples that consistently turn up in ERISA discovery:

• Override commissions paid by carriers to brokers based on book- of-business size or retention metrics.
• Bonuses, awards, or incentive trips funded by carriers, PBMs, or vendors.
• Contingent compensation tied to renewal decisions, claims experience, or carrier selection.
• Float, soft-dollar arrangements, or fees paid by a downstream service provider to the named broker in connection with plan referrals.

Each of these is reportable on Schedule C if it crosses the $5,000 threshold for any single provider. Service providers who insist they have nothing to disclose because everything is commission-based often have indirect compensation flowing that they're not surfacing — which is precisely when the Schedule C non-disclosure flag becomes informative.

The Fiduciary Fitness Audit pulls Schedule C from public DOL filings and surfaces three states for any audited plan: clean (Schedule C filed, all providers disclosed), flagged (Schedule C reports a refusal-to-disclose), and not-on-file (no Schedule C for a plan above the threshold — which can be benign if no provider crossed $5,000, or a signal worth investigating). Across the indexed audit corpus as of April 2026, 28 plans show the flagged state and 1,029 plans filed Schedule C cleanly.