Use this button to switch between dark and light mode.

Getting Your Ducks in a Row: CD&A Drafting for the Public Company

October 13, 2021 (3 min read)

The compensation discussion and analysis (CD&A) section of proxy and information statements, as set forth in Item 402(b) (17 C.F.R. § 229.402) of Regulation S-K, discusses the material elements of a registrant’s compensation of its named executive officers (NEOs). It covers the tabular and other compensation information disclosed pursuant to Item 402 and provides material information necessary for an understanding of the registrant’s compensation policies and decisions regarding its NEOs. While it’s only October, plan for the CD&A now to help make proxy season easier.

READ NOW »

Related Content

  • Item 402 of Reg. S-K Compliance When Drafting the Proxy Statement
    Review some of the key requirements and related instructions in Item 402 (17 C.F.R. 229.402) of Regulation S-K, the principal rule that prescribes executive compensation disclosure to be included in documents filed with the SEC by public companies, or registrants. Item 402 prescribes the persons about whom disclosure is required and the types of compensation required to be disclosed, and provides detailed instructions for the applicable narrative or tabular presentation of all disclosure items.
  • Named Executive Officers
    See how identifying the public company’s named executive officers, or NEOs, and tracking their compensation is important not just in preparing the CD&A, but also in tracking and reporting changes in their equity ownership in the registrant.

Practical Guidance Updates

Featuring the latest updates from your Practical Guidance account.  

  • Employee Benefits & Executive Compensation Key Legal Developments Tracker
    Stay informed on new developments.
  • Health and Welfare Plans
    DOL, IRS, and HHS issue guidance under certain provisions of the CARES Act, HIPAA, and the Affordable Care Act, regarding (1) Rapid Coverage of Coronavirus Preventive Services, and (2) HIPAA Nondiscrimination and Wellness Programs, which includes a discussion on providing  premium discounts and surcharges for receiving or not receiving the COVID-19 vaccination. Affordable Care Act Implementation FAQs (Part 50).

    DOL, IRS, and HHS release Part II of interim final rules for the No Surprises Act, enacted as part of the Consolidated Appropriations Act, 2021. The interim final rules detail the independent dispute resolution (IDR) process that providers, facilities or providers of air ambulance services, and health plans or issuers will use to determine final payment beyond allowable patient cost-sharing for certain out-of-network healthcare services in situations where the No Surprises Act prohibits surprise billing. The rule also requires that certain providers and facilities provide a good faith estimate of the charges to uninsured (or self-pay) individuals so they can know what costs to expect when seeking healthcare. Unpublished rule; 86 Fed. Reg. __; see also DOL News Release. Part I of the interim final rules appears in 86 Fed. Reg. 36,872 (July 13, 2021).

    HHS issues guidance on the applicability of HIPAA to COVID-19 vaccination information (i.e., when HIPAA does, or does not, regulate disclosures of an individual’s COVID-19 vaccination status).  HHS, HIPAA, COVID-19 Vaccination, and the Workplace.


Experience results today with practical guidance, legal research, and data-driven insights—all in one place.

Experience Lexis+