Report on Pre-IPO Pay Practices

By: Mark A. Borges Download a pdf of this article » As we approach the third anniversary of the date when incentive compensation “received” is subject to clawback, we have taken a closer look at the disclosures companies have made since implementation. This Thoughtful Pay Alert summarizes our findings from reviewing publicly available disclosures of “recovery analyses” conducted between January 1, 2024 and June 30, 2026. For a detailed discussion and analysis of the clawback requirements, please see our Thoughtful

Download a pdf of this article » 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

Download a pdf of this article » On May 19, 2026, the Securities and Exchange Commission (SEC) proposed substantial changes to the filing categories for U.S. public company disclosure requirements. The primary intent of these changes is to reduce disclosure complexity and compliance costs to encourage more companies to go and stay public.   The proposal replaces the existing range of filer categories – large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies and emerging growth companies – with just two: large accelerated filers and non-accelerated filers.  Non-accelerated filers, proposed as companies with a public float below $2 billion, would be eligible to follow a simplified regime akin to what is currently available to smaller reporting

Download a pdf of this article » For more than a decade, long-term incentive programs have largely converged around a single model: a mix of restricted stock units (RSUs) and performance-based awards (primarily PSUs), with 50% or higher weighting on the PSUs. The convergence on this model was driven more by proxy advisor expectations than business strategy. Two recent developments signal a major shift toward flexibility and innovation: ISS Policy Updates: ISS’s 2026 benchmark equity mix policy now recognizes that