Compensation Discussion and Analysis Template
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.