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Defining Pay in Pay for Performance

This Director Notes examines the issues around analyzing and disclosing pay-for-performance alignment that companies should consider in making year-end compensation decisions, designing compensation plans, and drafting 2013 proxies. It also focuses on the various ways companies may define “pay” for the purposes of their pay-for-performance analysis and disclosure, with examples of how some companies used various definitions of pay in their 2012 proxy and supplemental proxy materials.

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