Hellerman notes that ideally, companies should be drafting their CD&As now for the coming proxy season. However, some may be reluctant to do so, with more rule changes likely coming. The SEC is reviewing comments for proposals that would require companies to discuss any incentives for risk-taking. Also on tap is a possible mandate to make greater disclosure of conflicts of interest that can arise when both boards and company management use the same independent compensation consultant. And it appears likely that legislators will eventually pass a "say on pay" measure requiring companies to let shareholders make a nonbinding vote on executive pay.

Still, Parratt cautioned that when companies do get their 2010 proxy statements formalized, they shouldn't shy away from the details on how they pay their executives — and shouldn't wait for the SEC to prompt them for such specifics. "Your shareholders are reading it and are making voting and investment decisions based on it," she said. "That should be reason enough to motivate you to make your disclosure as good as it can possibly be."

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