How to Draft “CD&A” Disclosure for Your Proxy

After some basics from Broc, at the 2:30 mark, our guests – Newell Brands’ Raj Dave and Shearman & Sterling’s Gillian Emmett Moldowan – join us to break down how to comply with the SEC’s “Compensation, Discussion & Analysis” disclosure requirement under Regulation 402(b) of Regulation S-K, including:

1. So this is “principles-based” disclosure. What does that mean?
2. How do you determine what is “material”?
3. How do you provide “analysis” and context?
4. How about risk?
5. How much disclosure should you provide about the compensation-setting process?
6. How do you describe benchmarking practices?
7. What about performance target levels?
8. How about equity grant practices?
9. How much should you describe post-employment arrangements?
10. How do you describe last year’s say-on-pay vote – and it’s impact on the pay program?
11. How do you highlight changes in your pay program from year-to-year?
12. What sorts of graphs & tables are sometimes included in CD&A?
13. What do you think of “executive summaries” for the CD&A?
14. Who in the company is in the loop on drafting the CD&A? How do you calendar in advance to make this all work?
15. What is the role of the compensation committee – and the full board – with CD&A?
16. Which parts of the CD&A are investors typically most interested in?

For many more Vid-Guides dealing with corporate & securities law, corporate governance, E&S issues and more – particularly if you want to review any Vid-Guides referred to during this Vid-Guide – see the list of Vid-Guides spread throughout these categories:

• Corporate Governance
• Proxy Season
• Executive Pay
• ’34 Act/Other
• ’33 Act/Deals
• Sustainability/E&S
• Career Advice
• Fun Party

And since all the content on ZippyPoint.com is complimentary, please “Pay-What-You-Can” to help keep this fine platform alive & well…