Proxy Disclosure Support
CD&A, compensation tables, and other proxy disclosures with status, owner, and due date.
Track every proxy compensation disclosure (CD&A sections, compensation tables, supporting disclosures) with owner, status, due date, and notes.
Prior-year proxy CD&A, current-year compensation data (SCT/GPBA), comp committee inputs, finance year-end.
Per-item section, topic, status, owner, due date, notes. Aggregate finalization rate.
Comp committee owns final wording; consultant drafts and reviews. The proxy attorney (in-house or external) owns legal review.
16 items tracked. 5 Final, 5 Drafted, 3 In review, 3 Pending data. The 3 Pending-data items (SCT, GPBA, CEO Pay Ratio) all depend on year-end finance close and gate the final proxy timeline.
Hold the next comp-committee pre-read once Pending-data items resolve; schedule a final-walk-through 7 days before proxy filing.
| Section | Topic | Status | Owner | Due | Notes |
|---|---|---|---|---|---|
| CD&A | Compensation philosophy & objectives | Drafted | Comp consultant | 2026-02-15 | Reuses Compensation Philosophy memo with proxy-specific framing. |
| CD&A | Peer group rationale | Drafted | Comp consultant | 2026-02-15 | Tied to Peer Group Builder output; ISS / Glass Lewis peer overlap flagged. |
| CD&A | Pay-for-Performance discussion | In review | Comp committee | 2026-02-28 | Narrative anchored to the P4P alignment scoring. |
| CD&A | STI plan design & outcomes | Drafted | Comp consultant | 2026-02-15 | Includes metric weights, threshold/target/max, actual payouts. |
| CD&A | LTI plan design & PSU outcomes | Pending data | Finance | 2026-03-01 | Awaiting FY performance certification before PSU outcome lockdown. |
| CD&A | Realized vs realizable pay disclosure | In review | Comp committee | 2026-02-28 | Voluntary disclosure; aligns with ISS approach. |
| Tables | Summary Compensation Table (SCT) | Pending data | Finance | 2026-03-05 | Awaiting year-end SCT figures + tax gross-ups. |
| Tables | Grants of Plan-Based Awards (GPBA) | Pending data | Finance | 2026-03-05 | Awaiting LTI grant valuations. |
| Tables | Outstanding Equity Awards | Drafted | Comp consultant | 2026-02-20 | Rolls from equity admin extract. |
| Tables | Option Exercises & Stock Vested | Drafted | Comp consultant | 2026-02-20 | Rolls from equity admin extract. |
| Tables | Pension Benefits / NQDC | Final | Comp consultant | 2026-02-10 | No material change vs prior year. |
| Tables | Potential Payments on Termination / CIC | In review | Comp committee | 2026-02-25 | Reuses Severance / CIC fixtures. |
| Other | CEO Pay Ratio | Pending data | Finance | 2026-03-05 | Median-employee re-identification not required this year. |
| Other | Pay-vs-Performance Disclosure (Item 402v) | In review | Comp consultant | 2026-02-28 | 5-year CAP / TSR / Net Income / Selected Measure table. |
| Other | Director Compensation Table | Final | Comp consultant | 2026-02-10 | Pulled from Director Compensation page. |
| Other | Stock Ownership Guidelines disclosure | Drafted | Comp consultant | 2026-02-20 | Reuses Stock Ownership Guidelines page. |
Three disclosures are Pending data and depend on year-end finance close: Summary Compensation Table, Grants of Plan-Based Awards, and CEO Pay Ratio. All have March-5 due dates with no slack.
Proxy filing windows are narrow. A single late item from Finance can compress the legal review window and force a sub-optimal disclosure choice (e.g., adding 'preliminary' caveat language).
(1) Re-confirm with Finance the March-5 commit for SCT/GPBA. (2) Pre-stage CD&A narrative drafts for items still In review to shorten the lock cycle. (3) Schedule a comp committee final-walk 7 days before filing.
If Finance slips, the comp committee may have to approve preliminary disclosures and amend post-filing — costly and ISS-visible.
- Is the Pay-vs-Performance Disclosure (Item 402v) using full 5 years of CAP data, or the transition rule allowing 3 years?
- Has Legal flagged any disclosures that would benefit from cross-reference to ESG / 10-K Human Capital sections?
Due dates assume current proxy filing timeline. Annual meeting date controls.
Open Board Report to assemble the comp-committee final pre-read.