ISS Issues Mid-Year Reminder about Updating Compensation Peer Group
Download a pdf of this article » INSTITUTIONAL SHAREHOLDER SERVICES (“ISS”) HAS ISSUED its mid-year reminder inviting companies to update their self-constructed compensation peer groups for consideration, as part of its review of their executive compensation program in connection with Annual Meetings of Shareholders to be held during the remainder of 2017. ISS considers a […]
The New ISS Pay-for-Performance Methodology – A Closer Look at the Gathering Storm
Download a pdf of this article » AS THE 2017 PROXY SEASON WINDS DOWN, it is becoming evident that one of the more pressing challenges companies are likely to face in the years ahead centers on how Institutional Shareholder Services, Inc. (“ISS”) intends to evaluate the perceived correlation between a company’s performance and its senior […]
With CEO Pay Ratio Effective Date Looming, There’s No Relief in Sight
As we mark the beginning of May, the January 1, 2018 effective date of the CEO pay ratio disclosure requirement is now only eight months away. Notwithstanding predictions following last November’s presidential election that this disclosure requirement would be quickly repealed, there has yet to be any action taken that would alter the looming effective […]
Equity Utilization in the Bay Area Tech 120
While equity compensation is a fundamental component of most technology company compensation programs, balancing the tension between fostering an ownership culture (which serves as a direct link between pay and performance) and managing shareholder dilution can be an ongoing challenge. Further, in recent years, institutional shareholders and their advisors have tightened their scrutiny of share […]
“Say on Pay” at the Bay Area Tech 120 – A Look at 2016
Now that 2016 has drawn to a close, it’s time once again to take a look at last year’s results for the non-binding shareholder advisory vote on the compensation of a company’s named executive officers (the so-called “Say-on-Pay Vote”) required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. 2016, the sixth year of […]
ISS Updates Burn Rate Tables for 2017 Proxy Season
In December, Institutional Shareholder Services (“ISS”) updated its “burn rate” tables, which impact its voting recommendations on equity compensation plan proposals. In recent years, burn rate levels have fluctuated significantly, making this an increasingly important area for technology and life sciences companies to monitor. At the same time, ISS also published its annual updates to […]
Software Company Peers – The Top Comparators
One of the key factors considered by compensation committees in setting executive pay is an understanding of practices within their competitive market for executive talent. Typically, this understanding is based on an analysis of a carefully-selected group of peer companies. While this compensation peer group can be (and often is) used to assess a wide […]
Market Stock Unit Practices in the Technology Sector
While historically technology companies relied heavily on stock options to provide long-term incentives to their executives, in recent years an alternative vehicle – full-value awards with vesting tied to stock price performance – has gained broad acceptance. These awards – known as market stock units (“MSUs”) – avoid many of the perceived drawbacks of traditional […]
Employee Stock Plan Proposals at the Tech 120
2016 was another busy year for employee stock plan proposals among the 120 largest publicly-traded technology companies primarily headquartered in the San Francisco Bay Area (the “Tech 120”). This Thoughtful Pay Alert summarizes the results of our review of the Tech 120 stock plan proposals, based on the information disclosed in the companies’ proxy statement […]
ISS Issues 2017 Policy Updates
Institutional Shareholder Services (“ISS”) has updated its U.S. corporate governance benchmark policy guidelines for 2017. Other than the addition of several relative financial metrics to its methodology for evaluating the link between pay and performance (see our recent Thoughtful Pay Alert, “ISS Updates ‘Pay for Performance’ Methodology” (Nov. 21, 2016), this year’s updates contain one […]