CD&A Smart Charts

The CD&A Smart Charts product is designed to assist you with the often challenging task of drafting Compensation Discussion & Analysis disclosure. It provides a database of the CD&A sections from publicly-filed proxies and other documents from Fortune 200 companies. The database can easily be narrowed by the section or subsection of the CD&A you wish to research and Smart Charts can be instantly created to target those states of incorporation, companies, industries and /or form types you are specifically interested to review. CD&A Smart Charts can simplify the drafting process and help assure that your compensation discussion provides just the right amount of detail and explanation.


The CD&A disclosures of Fortune 200 filers. The CD&A disclosures of the top 200 of the Fortune 500 companies have been broken down section by section and organized into a topical structure. This topical structure includes every subsection of each Fortune 200 filer¿s CD&A disclosure. No subsection, paragraph, sentence or clause has been left out. In addition, links to the CD&A are embedded in the product so that tables and graphs can be viewed in context.

Review and compare CD&A topics. You select comparables and proxy year, then browse the topics and subtopics to compare disclosures side-by-side. You¿ll be able to see how companies have modeled and drafted their disclosures across industry and over time. The tool allows you to drill down to specific parts of the CD&A so you can compare side-by-side how different filers have disclosed any one issue.

The CCH CD&A Smart Charts tool will enable you to compare topics such as:

Core compensation principles. See how comparable companies explain the core compensation principles and philosophies underlying their executive compensation plans or their decision-making processes. The Objectives & Philosophy or Policies & Processes topics will help you craft these important explanatory aspects of the CD&A.

Alignment of executives - interests with those of shareholders. Review how others are explaining their policies about the alignment of executives¿ interests with those of shareholders or discussions of the mix of compensation elements.

Governance issues. Governance issues are usually treated in the proxy well before the CD&A, so you'll want to know how much of the governance aspects of the executive compensation program should be discussed in the CD&A section. You can isolate and review how others have described matters of governance, including issues involving the compensation committee, outside consultants and executives.

Benchmarking. The Benchmarking topic contains all the disclosures concerning the use of peer or comparator groups, surveys or other methods for arriving at compensation levels.

Retirement benefit plans. To see how others have described retirement programs, go to the Benefits subtopics where you¿ll find descriptions of the different types of retirement benefits, including Savings Plans, Pensions and Deferred Compensation programs. Also covered are employee stock purchase plans (ESPP) and employee stock ownership plans (ESOP).

Bonuses. A subtopic of the Bonuses topic covers non-performance-based "special awards," such as retention or signing bonuses, to executives.

Deferred Compensation Plans. Deferred compensation plans are subject to the American Jobs Creation Act and aspects of IRC Section 409A. To see how these issues are treated, review the Tax and Accounting main topic and specifically the Section 409A subtopic. While on the topic of Tax and Accounting Matters, look up our collection of subsections containing discussions of accounting treatments, such as the move to FAS

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CD&A Smart Charts is a new workflow tool that gives you all the information you need to efficiently analyze, compare and draft effective CD&A language. The database of Fortune 200 companies¿ CD&A disclosures, going back to the inception of the CD&A requirement and updated weekly with newly-filed disclosures, provides a wealth of examples to review and is made even more useful by the ability to target industry to find companies with similar profiles. CD&A Smart Charts can simplify the drafting process and help assure that your compensation discussion provides just the right amount of detail and explanation.

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