Considerations in Proxy Disclosure

As companies prepare their proxy disclosures, ensuring transparency and clarity in executive compensation reporting remains a top priority. Investors expect well-structured disclosures that provide insight into board decisions, pay-for-performance alignment, and responsiveness to shareholder concerns. This update highlights three key areas in proxy disclosure with sample disclosure guidance on why this disclosure may be helpful […]

Apr 22, 2025 - 14:33
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Considerations in Proxy Disclosure
Posted by Rachael Lee and Krunal Billimoria, Meridian Compensation Partners, on Tuesday, April 22, 2025
Editor's Note:

Rachael Lee is a Principal and Krunal Billimoria is a Senior Consultant at Meridian Compensation Partners. This post is based on their Meridian Compensation Partners memorandum.

As companies prepare their proxy disclosures, ensuring transparency and clarity in executive compensation reporting remains a top priority. Investors expect well-structured disclosures that provide insight into board decisions, pay-for-performance alignment, and responsiveness to shareholder concerns.

This update highlights three key areas in proxy disclosure with sample disclosure guidance on why this disclosure may be helpful to include:

1. A letter from the Chair of the Human Resources/Compensation Committee (HRC)

2. Realizable pay: Enhancing pay-for-performance transparency

3. Shareholder engagement following a below 80% say-on-pay vote

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