Compensation Discussion and Analysis
Also called CD&A, CDA.
The narrative in the proxy that explains why the compensation committee paid what it paid. CompensationBase does not parse CD&A text; the SEC filing remains the source for footnotes and narrative.
What it is
The Compensation Discussion and Analysis (CD&A) is the narrative that precedes the SCT. Item 402 requires it to explain objectives of the program, what the pay is designed to reward, each element, why the committee chose those elements, and how the company determined amounts. It is prose, tables of targets, peer lists, and sometimes “realized pay” supplements.
CompensationBase does not parse CD&A text. If this site and a filing disagree, the SEC document—including footnotes and narrative—is the source of truth.
Why companies use it
The CD&A is the committee’s argument: why this peer group, why this PSU metric, why a one-time grant. It is written for shareholders and proxy advisors before they vote.
Companies also use it to translate SCT spikes (“this award covers 2025–2027”).
Pros
- Context the grid cannot provide.
- A place to disclose peer groups and metric weightings.
- Can include supplemental pay charts if the issuer wants them.
Cons
- It is advocacy, not an audited fourth SCT column.
- Length and boilerplate can hide the one-time award.
- Not ingested here, so CompensationBase will not quote committee adjectives.
Examples
Explaining a spike
The SCT shows $70 million. The CD&A says the committee granted a five-year front-loaded award and will not grant additional LTI until 2029. That sentence is why unusual-grant-year notes exist on this site.
Disagreement
If a profile’s mix bar and a CD&A pie chart differ, check whether the pie uses target pay, realized pay, or SCT. The catalog uses SCT amounts.
On CompensationBase
CD&A text is not parsed. If this site and a filing disagree, the SEC document—including footnotes and narrative—is the source of truth.
Related terms
- Proxy statement
The shareholder document that contains the CD&A, SCT, and say-on-pay proposals. CompensationBase reads the latest definitive proxy (or information statement), not a live feed of every amendment.
- Compensation committee
The board committee that sets NEO pay, selects peer groups, and writes much of the CD&A. CompensationBase reports the resulting SCT figures; it does not score those decisions.
- Item 402
The SEC disclosure item that requires the Summary Compensation Table and related executive pay tables. CompensationBase is an Item 402 SCT reader, not a Form 4 or 8-K pay feed.