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ISS recently released its 2026 Governance Annual Global Benchmark Policy Survey. As in past years, ISS uses the survey to gather feedback from institutional investors, public companies, board members, and other market participants to inform its benchmark voting policies for the coming year. This year’s survey covers board elections, shareholder rights, compensation, audit and auditors, and environmental and social topics.
The survey closes on Friday, August 14, 2026, at 5:00 PM ET.
Below is a summary of the key compensation-related questions. We encourage you to reach out to your normal Compensia contacts if you would like support in responding to the survey.
Discretionary bonus programs at financial services companies
Under current ISS U.S. policy, fully discretionary annual bonus programs (as opposed to formulaic, quantified goals) are generally flagged as a concern in the qualitative pay-for-performance evaluation, though disclosure that increases transparency around the use of discretion can mitigate the concern. Financial services companies have argued that formulaic structures are difficult to reconcile with risk management and regulatory expectations specific to their industry. ISS is asking whether this sector-specific context warrants different treatment for discretionary bonus programs at U.S. financial services companies, and whether enhanced discretion-related disclosure should change that assessment.
Say-on-pay exemptions and board responsiveness
The SEC’s May 2026 proposal to simplify filer classifications would substantially expand the number of companies exempt from future say-on-pay voting requirements. Where no say-on-pay vote appears on the ballot, ISS currently directs any adverse vote recommendation to compensation committee members. ISS is seeking views on whether that approach should continue as-is, shift to a more targeted first-year approach (director election opposition only against the compensation committee chair, escalating over time), or be dropped altogether if no say-on-pay vote is required.
A related question asks which heightened responsiveness threshold should apply to compensation committee members following low prior-year support, when no say-on-pay vote is on the agenda: the existing 50% Director Election Threshold, the existing 70% Say-on-Pay Responsiveness Threshold, a different threshold altogether, or no threshold at all.
Non-disclosure of long-term incentive performance goals
Non-disclosure of forward-looking LTI performance targets is currently a negative factor in the U.S. qualitative Say-on-Pay evaluation, even though many companies cite “competitive harm” as their rationale for withholding these targets. ISS is considering whether competitive harm qualifies as a compelling rationale for non-disclosure, whether retrospective disclosure after the award cycle changes that view, and whether the rationale should be deemed less compelling for relative metrics (measured against a peer group or index) than for absolute metrics.
Other topics discussed
The survey also seeks feedback for U.S.-listed companies on the following topics: director tenure as a factor in independence assessments, treatment of reincorporation and governing document changes, the duration and scope of adverse vote recommendations tied to problematic governance provisions, and views on the impact of the potential shift to semiannual financial reporting.
You can access the full 2026 ISS Annual Global Benchmark Policy Survey here.
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Compensia is the leading independent compensation advisor to technology and life sciences companies. We have extensive experience helping companies design executive compensation programs and develop clear, effective proxy disclosures aligned with SEC requirements, proxy advisor policies, and investor expectations. For more than two decades, Compensation Committees and C-Suites have looked to us to develop customized solutions that balance the interests of a company, its shareholders and its executives.
If you would like assistance or have questions about the topics covered in this Thoughtful Pay Alert, please contact your Compensia team or the authors of this alert.