It’s that time of year when many publicly held companies are getting out their proxy statements.

This year, the springtime ritual is complicated by last year’s sickening plunge in stock prices. Many companies find themselves sending proxies to anguished investors who lost retirement savings, employees who lost 401k plans and maybe even their jobs, and skeptical media people eager to find the next AIG-like bonus scandal.

Are you ready to explain to these people why the CEO is getting his multimillion dollar compensation package?

If you’re in corporate communications or investor relations for those firms, your task may be further complicated by the fact that the boss’s compensation probably isn’t primarily in the form of salary. Valuing restricted stock and stock options is governed by arcane SEC and FASB accounting rules that may result in proxy disclosures that bear little resemblance to current market values.

We’ve worked with and observed companies in this situation, and have helped navigate these tricky waters. Often, the main concern is not whether employees and stockholders will read the proxy, but how they will react to media reports that typically lump all cash and deferred compensation together into a single, really big, number. The concern is heightened if there have been recent employee givebacks.

Mindful of the need to avoid saying anything that would cast aspersions on the accuracy of the proxy – and thereby invite the attention of the SEC and plaintiffs’ lawyers – we’ve worked to craft a document that sets the compensation in the context of the organization’s established compensation policies for all levels, and emphasizes that executive compensation is reviewed by independent third parties. Then we explain, in lay terms and without being unduly defensive, how restricted stock and stock options are valued.

Equally important, we advise that if such a memo can’t pass the lawyers’ scrutiny without being loaded with lots of incomprehensible language, it would be better to say nothing at all.

Will taking this initiative prevent all negative reactions? Probably not. After all, there are a lot of angry people out there. But it will help provide a context, and also help provide the roadmap for responses to media inquiries.

As you get ready for annual meeting season, should you be considering something similar?