Reporting Equity Compensation in Your Proxy Statement

Walk through the anatomy of a proxy statement. We’ll cover the types of proposals typically found in proxy statements, with a focus on stock plan and Say-on-Pay proposals. This module will also cover equity plan related disclosures, including the item 201(d) and new plan benefits table. Finally, we’ll explain how to determine who is considered a named executive officer and take an in-depth look at the CD&A.  

1 hour of continuing education for CEPs.
1.2 hours of continuing education credit for CPAs (live session only).

Take a deep dive into the tabular executive compensation disclosures, from the Summary Compensation Table and CEO pay ratio to the award-related tables. We’ll also cover disclosure of director compensation, the Beneficial Ownership of Management table, and termination and change-in-control payments. For each disclosure, we’ll explain the elements of the table with a emphasis on how stock compensation is reported, describe any related narrative disclosures, and highlight your role in preparing the disclosure as a compensation professional. 

1 hour of continuing education for CEPs.
1.2 hours of continuing education credit for CPAs (live session only).

Focusing exclusively on the SEC’s new Pay vs. Performance disclosure. We’ll review the components of this new disclosure, explaining each element in the table and required or recommended narrative or graphical disclosures. We’ll also explain how to calculate “compensation actually paid” for equity awards and offer practical considerations for your first time including this disclosure in your proxy statement. Our discussion will incorporate updates on any new guidance from the SEC relating to the disclosure.

1 hour of continuing education for CEPs.
1.2 hours of continuing education credit for CPAs (live session only).

1 hour of continuing education for CEPs.
1.2 hours of continuing education credit for CPAs (live session only).

Certified Equity Professionals (CEPs) can earn continuing education credits for attendance at the live sessions and replays of session recordings that they did not attend live.

Maximum Credit: 4 hours (1 hour per session)

Additional Requirements: Attendees must keep their own records of their attendance, including the specific sessions they attended, so they can report this information to the CEP Institute when required.

Certified public accountants can earn continuing professional education (CPE) for attendance at the live sessions. Replays of session recordings are not eligible for CPE.

Maximum Credit: 4.8 CPE credits (1.2 credits per session)

Additional Requirements: You must answer all in-session polling questions to receive full credit and credit awarded will be based on your actual time in the session. Arriving late, leaving early, or failing to answer all polling questions will result in a reduction in credit earned.

Instructional Method: Group Internet Based

Program Level: Intermediate

Pre-Requisites: Attendees should already have an understanding of the characteristics of stock options, SARs, restricted stock/unit awards, and performance awards, as well as the general procedures necessary to administer these programs. Individuals that are new to stock compensation may want to complete the NASPP's Stock Plan Fundamentals program before participating in this course.

Required Advance Preparation: None

Fields of Study Included in Program: Business Law and Management Services