DATE PUBLISHED: OCTOBER 26, 2020
“Realizable” pay assessments are often included in the Compensation Discussion & Analysis (“CD&A”) section of the proxy filing to provide a more accurate view of the actual value of compensation delivered to an executive, as opposed to the pay data disclosed in the Summary Compensation Table which does not take into account the impact of recent share price movements on an executive’s compensation package. A common reason for including these supplemental analyses in the CD&A is to secure higher support levels for the Say-on-Pay proposal during periods of underperformance for a company, given they can illustrate that executives are sharing the pain with broader shareholders as the actual value of their equity holdings has declined in lock-step with the decline in shareholder value .
