As noted in my S&W Benefits Update from Tuesday, Glass Lewis (“GL”) recently provided guidance on its approach to balancing management and board executive compensation decisions in response to the COVID-19 pandemic. Yesterday Institutional Shareholder Services (“ISS”) followed GL and released its own guidance, emphasizing a case-by-case approach in analyzing company decisions in response to the pandemic. While I encourage you to read the entire ISS memorandum, ISS addresses two topics related to executive compensation, the adjustment of performance goals and stock option repricings. Below we note a few key concepts from the ISS guidance:

ISS’ general view is that decisions to modify and adjust 2020 performance goals and targets for 2020 annual bonus compensation will be analyzed and addressed by shareholders and proxy advisory firms at the 2021 annual meetings but that companies are encouraged by ISS to provide contemporaneous disclosures to shareholders that describe the rationale for changes.