The six major compensation disclosure “monitoring” in 2025 will be shown below, affecting proxy statements and annual reports. By asking the next question, it will help the disclosure to be properly dealt with.
- Does the power of attorney include all the private executives you need?
- Is the use of company airplanes correctly evaluated/calculated?
- Did the company grant stock options or stock evaluation rights (SARS), did the company provide the disclosure of relevant stories in detail in the necessary table format?
- Did the company disclose and discuss the fact that the insider trading policy or such a policy was not adopted?
- Does the quarter and annual report include an appropriate disclosure of the rules of 10B5-1 stock trading plan for external directors and officers?
- From the adjusted financial indicators used for the purpose of incentive compensation, return to the required “general accepted accounting principal” (GAAP) financial statements (most commonly reported in the profit and loss statement). Is “settlement” provided?
Named as an executive officer
A proxy disclosure rules of companies that are not small reporting companies require discussions and analysis of compensation (CD & A) section (called executive officer or NEO) for compensation tables and their salaries.
- The person who served as CEO that year.
- The person who served as CFO that year.
- The three top executive officers hired on the last day of the fiscal year other than the CEO and CFOs were in the company's wide policy planning function (not a sales employee).
- Although it was not hired at the end of the fiscal year, the compensation was placed in the top three executives at the end of the fiscal year, and there were more than 5 executives with up to two executives in the wide policy proposal function. There may be “Neo”).
When reviewing an executive contained in the 2025 proxy draft, it is important to ask if the executives have left the company in the past year, and if they need to be included in the same way. Also, if the director serves as a provisional CEO, the salary of the director will need to be disclosed as the former CEO.
Personal use of company airplanes
The US Securities and Exchange Committee has considered personal use of executive company airplanes. In some cases, companies needed to pay fines and fix proxy disclosure to calculate the disclosed personal use using illegal methods. Companies must guarantee that disclosed personal use is evaluated in a way that matches the SEC requirements to avoid the problem.
Meridian studied the use of individual airplanes of S & P 500 companies in a 2024 proxy statement that about 54 % of companies have disclosed the use of personal airplanes by NEO. For companies that disclose the use of individual airplanes, the median was $ 146,076 for CEO and $ 39,638 for non -CEO.
Stock Options/SAR Grant Practis
From the 2025 Pro King, companies need to provide stories and tables for stock options or SAR prizes, which are close to the disclosure of material non -public information (MNPI). In the last completion year, disclosure of MNPI 10 K, 10-Q, or 8-K, and the stock option or SAR was awarded to Anneo after the end of one business day. In that case, a specific table disclosure was awarded. Such awards provide such awards, including NEO's name, subsidy date, number of securities, exercise prices for each stock, fair -day fair value, and company stock price changes. You need it. Transaction date and transaction date immediately after disclosure of MNPI.
Insider trading policy
In the 2025 -year report, the company needs to disclose whether the company has adopted an insider trading policy related to the purchase, sales, or other disposal of company securities by directors, officers, employees, or companies. Yes, if so, you need to include such a policy description. 。 If a company does not have an insider trading policy, it is necessary to disclose the fact and explain the reason. This disclosure can be incorporated by referring to the annual report from the proxy statement.
Rules 10B5-1 trading plan
2025 is the second year. Companies need to disclose the 10B5-1 transaction plan and the important conditions of such a plan in the last quarter in the quarterly or ended report.
Adjustment of incentive compensation measures
If financial members other than GAAP are presented in other parts of a proxy other than disclosing CD & A (very general) or the target level, these non -GAAP financial indicators are subject to regulatory G and items requirements. Regulatory SK 10 (E). These rules generally need to present non -GAAP financial values to GAAP's value in financial statements.
Conclusion
By making these disclosure correctly presented in the company's 2025 proxy system and annual report, we will ensure that the SEC rules are compliant and reduce the potential of the problem that needs to be dealt with later. Useful for.
