Publications

Issues 2024 Benchmark Voting Policy Updates, Compensation and Equity Plan FAQs And Burn Rate Tables

Download a pdf of this article » In December 2023, Institutional Shareholder Services (“ISS”) published its annual updates to its U.S. benchmark voting policy guidelines for the 2024 proxy season, and updated several supplemental documents that elaborate on its U.S. executive compensation benchmark policy guidelines for 2024. These documents include Frequently Asked Questions (“FAQs”)...Read More

On the Compensation Committee’s 2024 Agenda: Human Capital Updates

Download a pdf of this article » In recent years, in line with investors’ rising interest in understanding companies’ human capital practices, many compensation committees’ remits expanded meaningfully to include a range of human capital matters, from oversight of employee engagement to measuring progress against human capital metrics contained in incentive plans, to name just two...Read More

ISS Solicits Comment on 2024 Benchmark Voting PolicyUpdates; No U.S. Policy Updates Likely

Download a pdf of this article » Last week, Institutional Shareholder Services Governance (“ISS”) closed its public comment period on potential updates to its benchmark voting policies for the 2024 proxy season. Unlike prior years, ISS did not seek comment on any changes to its proxy voting guidelines covering U.S. corporate governance or executive compensation matters. ISS anticipates that it...Read More

Glass Lewis Publishes Updates to 2024 U.S. Voting Policy Guidelines

Download a pdf of this article » Glass, Lewis & Co. (“Glass Lewis”) recently published updates to its benchmark voting policy guidelines for U.S. companies, applicable to annual meetings of shareholders held starting January 1, 2024. In addition to various governance-related policy revisions and clarifying amendments to existing guidelines, Glass Lewis has made significant updates to...Read More

Updating Proxy Advisor Peer Groups Ahead of 2024 Proxy Season

Download a pdf of this article » Institutional Shareholder Services (“ISS”) is inviting companies to update their self-constructed compensation peer groups in connection with its review of their executive compensation program during the 2024 proxy season. To update your compensation peer group, you must submit your information to ISS between 9:00 a.m. (ET) Monday, November 20, 2023 and...Read More

“Pay Versus Performance” Disclosures in the Technology and Life Sciences Sectors

Download a pdf of this article » As we begin to move towards the end of 2023, we have taken a closer look at the newest executive compensation disclosure item appearing in proxy statements for the first time this year – the “pay-versus-performance” table and related information. Mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, beginning with definitive proxy...Read More

Preparing for the Expiration of an Equity Plan “Evergreen” Feature

Download a pdf of this article » In connection with their IPO, greater than 90% of technology and life sciences companies adopt equity compensation plans that contain an “evergreen” provision. These provisions provide for an automatic increase in the number of shares available for issuance under the plan (with a typical initial share pool of 8% to 12% of outstanding shares and a 4% to 5%...Read More

Evaluating the New “Pay Versus Performance” Disclosures

Download a pdf of this article » With  the peak of the 2023 proxy season behind us, it’s possible to begin to take stock of the new “pay-versus-performance” disclosures that have appeared in definitive proxy statements during the first half of the year. Intended to provide investors and other stakeholders with a more comprehensive understanding of the relationship between executive...Read More

Adding Performance Stock Unit Awards to Your Long-Term Incentive Compensation Program

Download a pdf of this article » As a newly-public technology or life sciences company matures, it is customary to eventually expand its long-term incentive compensation program to include performance-based awards. Typically, this development is expected by the company’s institutional shareholders as a way of more effectively aligning their interests with the interests of the company’s...Read More

ISS Issues Mid-Year Reminder about Updating Compensation Peer Group

Download a pdf of this article » Institutional Shareholder Services (“ISS”) has issued its annual 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 2023. ISS considers a company’s...Read More

Transitioning from Emerging Growth Company Status – What Comes Next?

Download a pdf of this article » Since its creation as part of the Jumpstart Our Business Startups (“JOBS”) Act in 2012, the classification of small technology and life sciences companies as “emerging growth companies,” or “EGCs,” has been a resounding success, with hundreds of companies taking advantage of its “test the waters” process to conduct an IPO and relaxed reporting requirements as a...Read More

New SEC Rules on Disclosure of Stock Options Granted in Proximity to Disclosure of Material Nonpublic Information to Go into Effect in 2024

Download a pdf of this article » As part of its recent rulemaking governing insider trading arrangements and the affirmative defense provided by Exchange Act Rule 10b5-1 to trading on the basis of material nonpublic information, the SEC adopted additional rules which will require public companies to provide new disclosure in their annual reports on Form 10-K and definitive proxy statements...Read More