The Advisors' Blog

This blog features wisdom from respected compensation consultants and lawyers

February 27, 2020

Saving the Best for Last: CD&A Focus

– Lynn Jokela

Saving the best for last may sound good but when it involves proxy season, it can amplify stress levels.  So, if you’re drafting the CD&A as the proxy statement filing date closes in, this blog from Pearl Meyer says focus on three areas will help you pull the CD&A together.  Here’s where the blog says it’s best to spend your energy:

CD&A Executive summary – this is an opportunity to provide overall context for your pay outcomes, reinforce strength of your leadership team, emphasize your commitment to shareholder engagement and underscore compensation governance practices

Annual incentive plans – break this narrative down into shorter sub-sections organized by each of the key areas of your plan, which will help with navigation of what is generally a long narrative

Long-term equity incentives – highlight or lead with the role of performance-based equity and provide strong rationale for the metrics and be clear about the timeframe over which performance is measured

Hopefully this can help wrap-up the drafting process and give time for reviewing the overall narrative to make sure it’s clear and complies with rules!