The Compensation Committee Handbook, 4th Edition

CHAPTER 6 Disclosure of Executive and Director Compensation

This chapter begins with a detailed summary of the rules on disclosure of executive and director compensation, including the compensation discussion and analysis, tabular disclosure requirements, compensation risk assessments, golden parachute payment disclosures, and certain pending disclosure rules under the Dodd-Frank Act. The chapter then reviews some of the disclosure requirements that relate to related-person transactions, director independence, and equity-based compensation plans, and concludes with a very brief description of selected items of Regulation S-K that are relevant to officer and director compensation and transactions.

Background

In August 2006, the Securities and Exchange Commission (SEC) adopted new rules relating to the disclosure of executive and director compensation and related matters. The rules detailed a new regime for disclosure of executive and director compensation at a level that had been long awaited by the investing community. The rules also address disclosures of related-person transactions, director independence, corporate governance, and other similar matters. Additional disclosure requirements were added with the adoption of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), and the release of SEC rules thereunder.

While its disclosure rules are thorough and comprehensive, the SEC has made it clear that it is not in the practice of judging ...