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