Publications

ISS Issues 2015 Policy Updates

Institutional Shareholder Services (“ISS”) has updated its U.S. corporate governance benchmark policy guidelines for 2015. This year’s updates cover one significant compensation-related item – a new “scorecard” approach to evaluate employee stock plan proposals. These changes will be reflected in the corporate governance and executive compensation policies that ISS will use to determine...Read More

ISS Issues Reminder about Updating Peer Group Ahead of 2015 Proxy Season

Institutional Shareholder Services is inviting companies to update their self-constructed compensation peer groups in connection with its review of their executive compensation program during the 2015 proxy season. ISS uses a company’s self-selected compensation peer group as a key input in developing the peer group that it uses to evaluate the alignment of the company’s CEO pay and financial...Read More

ISS to Launch Governance QuickScore 3.0 in November

Institutional Shareholder Services (“ISS”) announced that it will launch Governance QuickScore 3.0, the latest version of its corporate governance risk assessment tool for Russell 3000 companies in the United States and certain companies in other countries, in late November. QuickScore 3.0 will reflect a revised methodology for evaluating four key risk-related areas, and be automatically...Read More

ISS Seeks Comment on New Equity Plan “Scorecard” Policy

Institutional Shareholder Services (“ISS”) is soliciting comment on a proposed new methodology for formulating its voting recommendations on equity compensation plans proposals, which will be implemented for the upcoming 2015 proxy season. This Thoughtful Pay Alert summarizes what we currently know about the pending new policy. Background For the past 12 months, ISS has been indicating that it...Read More

Employee Stock Plan Proposals at the Bay Area Tech 120

As we wind down on the 2014 proxy season, we can confirm that it was another busy year for employee stock plan proposals among the 120 largest publicly-traded technology companies headquartered in the San Francisco Bay Area (“the Bay Area Tech 120”). As in prior years, we have compiled the voting results and related information from the 2014 proxy season of proposals to either adopt a new...Read More

ISS Announces New Data Verification Portal for Equity Plans

In advance of the potential revision of its policies for evaluating new and amended equity compensation plans, Institutional Shareholder Services, Inc. (“ISS”) is introducing a new data verification portal to enable companies to confirm the accuracy of the information that it will use to evaluate equity plan proposals. ISS believes that this process will improve the integrity of the voting...Read More

“Say on Pay” at the Bay Area Tech 120 – A First Look at 2014

With the traditional annual meeting season drawing to a close, it’s time to take a look at this 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. 2014 was notable as the initial year for companies that opted in 2011...Read More

“Say on Pay” at the Life Sciences 80 – A First Look at 2014

As the traditional annual meeting season drawing to a close, it’s time to take a look at this 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. 2014 was notable as the initial year for companies that opted in 2011 to...Read More

Preparing for an IPO – Compensating Your New Directors

One of the many challenges facing technology companies as they prepare for an initial public offering involves the composition of their Board of Directors. As an initial matter, companies need to ensure that they have a majority of independent directors to serve on the Board and staff the key Board committees. At the same time, it is not uncommon for the representatives of the company’s...Read More

Technology Companies and Section 162(m) – Minimizing Litigation Risks

While compliance with Section 162(m) of the Internal Revenue Code – the provision that, generally, limits the federal income tax deduction that a public company may take for the compensation paid to its senior executives to $1 million per year – has long presented challenges for technology companies, in recent years, the provision has also become a fertile source of executive pay-oriented...Read More

10 Tips for Enhancing Your 2014 Executive Compensation Disclosure

In the seven years since the Securities and Exchange Commission last overhauled its executive compensation disclosure rules, the quality of disclosure has improved markedly. The introduction of the Compensation Discussion and Analysis has not only altered the way board compensation committees design compensation programs, it has also placed greater emphasis on explaining clearly and concisely...Read More

ISS to Launch Updated Governance QuickScore 2.0 in February

On January 8, 2014, Institutional Shareholder Services (“ISS”), the prominent corporate governance advisory services firm, announced that it will soon launch Governance QuickScore 2.0, an updated version of its corporate governance risk assessment tool for Russell 3000 companies in the United States and certain companies in other countries. QuickScore 2.0 will reflect a revised methodology for...Read More