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Describe two disclosures required by the SEC with respect to executive compensation.

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The Securities and Exchange Commission (SEC) requires two main disclosures concerning executive compensation. The first is the Summary Compensation Table, which includes information about the compensation for a company's principal executive officer, principal financial officer, and the three other highest-paid executive officers. The table details their salary, bonus, stock awards, option awards, non-equity incentive plan compensation, changes in pension value, and all other compensation. The second disclosure is the Compensation Discussion and Analysis (CD&A), a narrative explanation of the company's executive compensation program that covers objectives, elements, rationale, determination of amounts, performance measures, peer group data, internal pay equity, and the roles of executive officers, the board of directors, and compensation consultants.
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Step 1: Introduction to the SEC and Executive Compensation Disclosures

The Securities and Exchange Commission (SEC) is a U.S. federal agency responsible for regulating the securities industry, protecting investors, and ensuring fair and efficient markets. One of their responsibilities is to enforce reporting and disclosure requirements for public companies, including information about executive compensation. Disclosures related to executive compensation are essential to help investors make informed decisions and to ensure that executives' pay is aligned with the interests of shareholders.

Step 2: Disclosure 1: Summary Compensation Table

The first disclosure required by the SEC related to executive compensation is the Summary Compensation Table. This table is included in a company's proxy statement (DEF 14A) filed with the SEC, and it provides detailed information about the compensation for the company's principal executive officer (the CEO), principal financial officer (the CFO), and the three other highest-paid executive officers. The Summary Compensation Table must include the following information for each of the named executive officers: 1. Name and principal position 2. Year 3. Salary 4. Bonus 5. Stock awards 6. Option awards 7. Non-equity incentive plan compensation 8. Change in pension value and nonqualified deferred compensation earnings 9. All other compensation 10. Total compensation By providing this information, the Summary Compensation Table allows investors to understand the various components of executive compensation and how they are structured for each named executive officer.

Step 3: Disclosure 2: Compensation Discussion and Analysis (CD&A)

The second disclosure required by the SEC related to executive compensation is the Compensation Discussion and Analysis (CD&A). This section of the proxy statement provides a narrative explanation of the company's executive compensation program, giving context and rationale behind the decisions made in regard to executive pay. The CD&A covers several topics, including: 1. The objectives of the company's executive compensation program 2. The elements of the company's executive compensation program 3. The rationale for each element of the executive compensation program 4. An explanation of how the company determined the amount of each element of executive compensation 5. A description of the performance measures used in determining executive compensation 6. How the company considered public company peer group data and internal pay equity in determining executive compensation 7. The role of executive officers, the board of directors, and compensation consultants in establishing executive pay By providing this detailed explanation, the Compensation Discussion and Analysis helps investors gain a better understanding of the company's philosophy, strategy, and decision-making process in regard to executive compensation.

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