Proxy & CD&A Disclosures

Crafting an effective CD&A is a difficult process, and the bar only seems to get higher each year. Our team, leveraging years of experience at investment and proxy advisory firms, works with clients to meet the expectations of increasingly engaged and sophisticated investor audiences. 

Manage the Process

Whether you’re about to attend the first planning session for your company’s next Compensation Discussion & Analysis (CD&A) disclosure, or running into an emergency session to address feedback on the final draft of your CD&A, we’re here to support you in crafting a compelling document of which your business can be proud. We utilize a robust process to ensure that every CD&A we touch complies with legal requirements and tells an impactful story. Our process includes:

  • Conducting an in-depth review of your company’s past CD&A disclosures;
  • Reviewing the general structure of your CD&A and surrounding disclosure elements with all constituencies involved to assess your business’ appetite for change;
  • Identifying areas for improvement to best meet Securities and Exchange Commission (SEC) requirements, proxy advisor guidelines, and shareholder expectations;
  • Meeting with your management team and/or Compensation Committee to review and understand major compensation decisions made in the past year; and
  • Recommending potential changes, including insight on the changes most likely to make an impact with investors.

Tell Your Story with Purpose

We all know executive compensation can be a sensitive topic, especially when investors and the media take aim without putting business decisions into proper context. As such, you should view your CD&A as an incredible opportunity to tell your side of the story. Certainly, every CD&A remains a legal document, but forward-looking issuers understand their CD&A is also a marketing opportunity. With this in mind, we pride ourselves in helping clients customize their disclosures to address the unique circumstances of their business and to proactively mitigate potential investor concerns. Our work typically focuses on:

  • Streamlining the structure and flow of your CD&A;
  • Creating a compelling executive summary;
  • Using charts and tables to maximum effect to make data more comprehensible;
  • Determining when and where to consider alternative disclosure formats to meet your company’s unique needs (e.g., realizable vs. target pay and pay mix); and
  • Assisting with overall design, and where desirable, helping firms migrate to an interactive proxy statement.