CD&A Drafting Checklist

When drafting the compensation discussion and analysis (CD&A) section of a proxy statement, annual report, or other disclosure document, keep in mind that the overall goal of the disclosure is to provide a meaningful discussion and analysis of the material principles underlying a registrant's executive compensation policies and decisions for its named executive officers (NEOs), as well as the most important factors relevant to analysis of those compensation policies and decisions during the most recent fiscal year (and any prior year to the extent necessary to give context to the disclosure provided). Use this checklist covering key issues to consider and discuss with a registrant when drafting the CD&A section of a proxy statement, annual report on Form 10-K, or other disclosure document.

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