An issuer that is no longer eligible for “emerging growth company” (“EGC”) status must comply with certain additional requirements that are not otherwise applicable to EGCs, including: (i) a requirement to have certain new executive compensation disclosures in the issuer’s proxy statement; and (ii) a requirement to have a say-on-pay vote, which is an advisory vote by the issuer’s stockholders on the executive compensation programs of the issuer’s named executive officers (“NEOs”).  With respect to NEO compensation, the expanded disclosure requirement will include a Compensation Discussion & Analysis (a “CD&A”), which involves various new disclosures, including: (x) expanded disclosure of the issuer’s executive compensation program; (y) disclosure of the issuer’s executive compensation philosophy; and (z) new tabular disclosure.  Since compensation disclosure often drives compensation design, the purpose of this presentation is to highlight the design changes that should be considered in conjunction with an issuer’s pending loss of EGC status.