Public Company Update: SEC Director Comments On Latest Executive Compensation Disclosures

The Director of the SEC’s Division of Corporation Finance, John White, recently provided a preview of the areas that are under particular scrutiny, as the SEC’s Staff reviews the first wave of proxy statements filed under the new executive compensation disclosure rules.¹

Review Report in Fall 2007

. As is well known, the Division has placed a high priority on its review of this Spring’s proxy statements. In his recent remarks, Director White confirmed that the SEC will publish a report on those reviews this Fall. The rest of his speech provided some "early snapshots" (as he put it) of how the Director feels the rules are working in practice.

"Analysis (Or Lack Thereof)" in CD&A

. Mr. White noted the complaints from some analysts and investors that the new Compensation Discussion and Analysis sections have given short shrift to "analysis" – the "A" in "CD&A." He encouraged companies to see the new CD&A as an opportunity to explain their compensation policies, and to help investors make