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The purpose of the Compensation, Discussion and Analysis (CD&A) is to provide investors with the information needed to understand a company’s compensation policies and decisions regarding the named executive officers. This information is reflected in the compensation tables. Per the final rule, the CD&A is expected to include:

  • The objectives of the company’s compensation program
  • What the compensation program is designed to reward
  • Each element of compensation
  • Why the company chooses to pay each element
  • How the company determines the amount for each element to pay
  • How each compensation element and the company’s decisions regarding that element fit into the overall compensation objectives and affect decisions regarding other elements.