CD&A/Proxy Reporting
Overview:
With the new SEC Disclosure Rules in effect, it is of paramount importance to ensure that the Compensation Discussion & Analysis (CD&A) and corresponding Tabular Disclosures of proxy statements are developed properly. The CD&A must explain and justify the material elements of the Company’s compensation of the Named Executive Officers relative to the following items:
- The objectives of the compensation program(s);
- What each compensation program is designed to reward;
- Each element of compensation;
- Why each element was chosen;
- How amounts and formulas for pay are determined; and
- How each compensation element and the Company’s decisions regarding that element fit into its overall compensation objectives and affect decisions regarding other elements.
How can we help:
CRI is available to assist public companies in the development of the CD&A and Tabular Disclosures in the following ways:
- Conduct training with the Compensation Committee, Board of Directors, and Senior Management to ensure their understanding of the new SEC Disclosure Rules
- Act as a facilitator with the Compensation Committee to ascertain their justification for compensation actions on behalf of the Named Executive Officers
- Prepare CD&A for proxy statements
- Prepare Tabular Disclosures for proxy statements
