How to Handle “Compensation-Related Risk” Disclosure for the Proxy

Our guest – Troutman Pepper’s Dave Meyers – analyzes “compensation-related risk” disclosures elicited by Item 402(s) of Regulation S-K in the proxy, including:

1. How often have you seen this disclosure affirmatively?
2. So although Item 402(s) is framed as a disclosure requirement, it essentially requires companies to monitor and review the risks associated with their pay programs annually. How do they do that?
3. What types of voluntary disclosures about compensation-related risk do you see?
4. Where in the proxy is this disclosure typically located?

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