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Compensation Discussion & Analysis

Overview:

As the SEC disclosure rules continually evolve, it is of paramount importance to ensure that the compensation discussion and 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
  • 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 We Can Help:

Compensation Resources, Inc. (CRI) is available to assist public companies in the development of the CD&A and tabular disclosures in the following ways:

  • Review best practices in the market
  • Provide updates on key shareholder group concerns (i.e. risk metrics)
  • Conduct training with the compensation committee, board of directors and senior management to ensure their understanding of the 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