This Checklist summarizes key items to consider before and during drafting of the Compensation Discussion and Analysis section required in a public company's proxy statement, Form 10-K or registration statement. This Checklist offers a list of issues and questions relating to subjects that should be discussed in a Compensation Discussion and Analysis, including the compensation process, compensation consultants, benchmarking, the elements of compensation, such as salary, bonus, incentive compensation, perquisites and termination and severance provisions, and other compensation topics that may arise. This Checklist is not a comprehensive list, but merely a guide to assist lawyers in focusing on important issues.