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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