Thoughtful Pay Alerts

SEC Mulls Changes to Proposed “Pay Versus Performance” Disclosure Rules

Download a pdf of this article » The Securities and Exchange Commission has taken another step towards completing the executive compensation-related rulemaking triggered almost 12 years ago by the Dodd-Frank Act. In January 2022, the SEC announced that it was reopening the comment period on rules it originally proposed in 2015 (the “Proposed Rules”) to satisfy new Section 14(i) of the...Read More

California Courts Invalidate Board Diversity Laws; State to Appeal

Download a pdf of this article » In the past six weeks, two separate Superior Courts in Los Angeles County have ruled that recently-adopted California laws mandating minimum quotas for racially and gender diverse directors on the boards of public companies headquartered in California are unconstitutional. On April 1, 2022, the L.A. County Superior Court granted plaintiffs’ motion for summary...Read More

ISS Updates FAQs on U.S. Compensation Policies and Covid-Related Pay Decisions For 2022 Proxy Season

Download a pdf of this article » Following the onset of the global COVID-19 pandemic in the spring of 2020, Institutional Shareholder Services (“ISS”) published guidance during the year on the impacts of the pandemic, including general guidance in October 2020 in the form of a series of Frequently Asked Questions (“FAQs”) as to how ISS would analyze COVID-related pay decisions as part of its...Read More

ISS Publishes Compensation and Equity Plan FAQs and Burn Rate Tables for 2022 Proxy Season

Download a pdf of this article »  Just prior to the holidays, Institutional Shareholder Services (“ISS”) has published several supplemental documents that elaborate on its U.S. executive compensation benchmark policy guidelines for 2022. These documents include FAQs for both its U.S. compensation and equity plan policies (including updated equity...Read More

ISS Issues 2022 Benchmark Voting Policy Updates

Download a pdf of this article » On December 7, 2021, Institutional Shareholder Services (“ISS”) announced the updates to its U.S. benchmark voting policy guidelines for the 2022 proxy season. As we noted last month when ISS first disclosed its proposed policy changes (see our Thoughtful Pay Alert, ISS Issues 2022 Draft Policy Updates; Board Diversity, Multi-Class Stock Structures and...Read More