CD&A

With most public companies focused on the amendments the Securities and Exchange Commission (the “SEC”) adopted for its proxy disclosure rules on December 16, 2009, limited attention has been drawn to a key speech made one month earlier by the Deputy Director of the Division Corporation Finance, Shelley Parratt, in which a tough new approach for the Staff’s review of executive compensation disclosures was announced.

On June 28, the SEC released amendments to the definition of a “smaller reporting company” that significantly expand the threshold up to which a company can be considered a smaller reporting company. If you weren’t a smaller reporting company before, maybe you are now.

The compensation discussion and analysis (CD&A) portion of the corporate proxy statement has been a point of frustration for both issuers and investors since its adoption by the U.S. Securities and Exchange Commission (SEC) in 2006. The compensation disclosure regime was intended to help both shareowners and boards of directors make more informed decisions concerning appropriate executive compensation practices. However, the CD&A report, in its current format, has often resulted in frustration due to its length and complexity and because such reports often focus on regulatory compliance to the detriment of conveying the company’s compensation story in a concise and understandable manner. CFA Institute, in partnership with the CD&A working group2 (the “working group”) offers this CD&A template as a first step toward making compensation communications clearer and more relevant to investors.