The Silicon Valley 135: Advising the Compensation Committee

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

Download a pdf of this article » For companies holding annual meetings February 1, 2026 through September 15, 2026, ISS’s peer group submission window is now open, through 8 PM ET on Friday, November 21st. We anticipate Glass Lewis’s window will also open in the near future. During this period, companies can update their self-constructed compensation peer groups for use in proxy advisors’ upcoming executive pay assessments. Absent a submission, both ISS and Glass Lewis will default to the peer

Download a pdf of this article » Overview In October, Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., Inc. (“Glass Lewis”) each announced major changes to their governance research models that mark a decisive shift away from standardized “benchmark” voting recommendations, towards a broad reorientation of the proxy advisor landscape centered on investor-specific customization – a change that is consistent with investors’ diversifying views regarding compensation program design that have led to questioning legacy views regarding the effectiveness