Compensation Disclosures: Notes On The 2008 Proxy Season

By now, most publicly traded companies have completed their 2008 stockholder meetings. This was the second year of working with the SEC's new compensation disclosure rules, including the new section of the proxy on Compensation Discussion & Analysis (CD&A). A review of lessons learned over the past two years of working with the new rules may provide some useful insight for the future.

Several Cooks in the Kitchen

One must do more than simply look to the SEC for guidance on compensation disclosure. The new rules were intended to give shareholders a single source of compensation information that would fully disclose all numbers to stockholders in an "apples-to-apples" comparison. A laudable goal, but companies have to consider a multitude of regulators, quasi-regulators and watchdogs to get there. This requires a balancing and blending of the following considerations: