Publications

ISS Publishes Final FAQs and Burn Rate Tables for 2021 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 2021. These documents include FAQs for both its U.S. compensation and equity plan policies (including updated equity burn rate tables for the 2021 proxy season)....Read More

Glass Lewis Publishes Updates to 2021 U.S. Voting Policy Guidelines

Download a pdf of this article » Glass Lewis & Co., Inc. has published updates to its voting policy guidelines for U.S. companies for the 2021 proxy season. In addition to various changes and clarifications to certain of its compensation-related policies, Glass Lewis also made updates to its policies related to the composition of the Board of Directors. These latter changes are in keeping...Read More

ISS Issues 2021 Benchmark Policy Updates

Download a pdf of this article » On November 12, 2020, Institutional Shareholder Services (“ISS”) announced the updates to its U.S. benchmark voting policy guidelines for the 2021 proxy season. As we noted last month when ISS first disclosed its proposed policy changes (see our Thoughtful Pay Alert, ISS Previews 2021 Policy Updates; No Current Revisions to Compensation-Related Policies...Read More

ISS Issues Reminder about Updating Peer Group Ahead of 2021 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 2021 proxy season. ISS considers a company’s self-selected compensation peer group to be one of the key inputs in developing the peer group that it uses to...Read More

SEC Rule Change Requires Human Capital Resources Disclosure

Download a pdf of this article » Responding to calls from investors, proxy advisory firms, and other stakeholders for companies to provide more information about their human capital management practices, the SEC has amended Regulation S-K, which details the information that public companies must include in their public federal securities...Read More

ISS Issues FAQs on U.S. Compensation Policies and COVID-19 Pandemic

Download a pdf of this article » Institutional Shareholder Services (“ISS”) has just published general guidance in the form of a series of Frequently Asked Questions (“FAQs”) as to how ISS U.S. Benchmark Research may approach COVID-related pay decisions as part of its pay-for-performance qualitative evaluation. Given the highly disruptive and...Read More

ISS Previews 2021 Policy Updates; No Current Revisions to Compensation-Related Policies

Download a pdf of this article » As it does each fall, Institutional Shareholder Services (“ISS”), the corporate governance advisory services firm, has published a preview of more than a dozen proposed voting policy changes for the 2021 proxy season across a number of different regional and market policies. This preview highlights three proposed updates for...Read More

Equity Plan Proposals at the Tech 200

Download a pdf of this article » This Thoughtful Pay Alert summarizes our review of the equity plan proposals filed with the Securities and Exchange Commission among 200 representative public technology companies over the past year, approximately 50% of which are headquartered in the San Francisco Bay Area (the “Tech 200”). Prevalence of Equity Plan...Read More

Director Compensation Trends in the Technology Sector Over the Past Decade

Download a pdf of this article » It is a common impression that director compensation programs of publicly-traded technology companies are largely homogeneous – a cash retainer for general board service, additional cash retainers for board committee service, and an annual equity award. This structure is reflective of the purpose of these programs, which is to compensate directors with cash and...Read More

Technology Company Responses to an Unfavorable Say-on-Pay Vote

Download a pdf of this article » The 2020 proxy season marked the 10th anniversary of the implementation of the shareholder advisory vote on named executive officer compensation (the “Say-on-Pay” vote) required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. We have seen the development of a new era of shareholder engagement on executive compensation matters. Many companies...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 through the end of January 2021. ISS considers a...Read More

Proxy Advisory Firms Issue Policy Statements Amid COVID-19 Pandemic

Download a pdf of this article » In recent days, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have issued statements on how they plan to apply their benchmark proxy voting policies over the coming months in response to the unprecedented market conditions created by the ongoing COVID-19 pandemic. These statements cover a wide range of governance...Read More