Top Ten Practical Tips for Preparing the Compensation Discussion & Analysis

Abstract

Here are top ten tips for companies preparing the newly required Compensation Discussion & Analysis (the "CD&A") under the SEC's new executive compensation disclosure rules: 1. Start early and develop a timeline. 2. Assemble a compensation disclosure team. 3. Expand disclosure controls and internal controls. 4. Review with committees and the board. 5. Tell the company's story. 6. Look to MD&A guidance. 7. Drafting the CD&A: Start fresh and use plain English. 8. Document the rationale for withholding confidential information. 9. Inform IR. 10. Consider a review of the company's existing arrangements.