ISS Provides Updated Compensation Plan and Executive Compensation FAQs

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ISS has updated its equity compensation plan FAQs. New and materially updated questions include:

  • If a company grants performance-based awards, how will the shares be counted for the purposes of calculating burn rate?
  • How does ISS evaluate an equity plan proposal seeking approval of one or more plan amendments?
  • How does ISS evaluate an equity plan proposal seeking approval of one or more plan amendments?
  • How does ISS view a plan amendment to increase the tax withholding rate applicable upon award settlement?
  • What changes were made to the Equity Plan Score Card (EPSC) policy for 2017?
  • How will equity plan proposals at newly public companies be evaluated?
  • What factors are considered in the EPSC, and why?
  • Are the factors binary? Are they weighted equally?
  • How does ISS assess a plan’s minimum vesting requirement for EPSC purposes?

ISS has also updated its FAQs on executive compensation policies. New and materially updated FAQs include:

  • How is Total Compensation calculated?
  • What are the factors that ISS considers in conducting the qualitative review of the pay for performance analysis?
  • What is the Relative Pay and Financial Performance Assessment included in research reports?
  • How will ISS use the Relative Pay & Financial Performance Assessment in its analysis?
  • If a company has not been publicly traded for at least three or five years, does the relevant quantitative pay for performance evaluation still apply? Does this affect whether a company would be used as a peer?
  • What is ISS’ Problematic Pay Practices evaluation?
  • What is ISS’ policy on say-on-pay frequency?
  • In the event that a company does not present shareholders with a say-on-pay vote where one would otherwise be expected, what are the vote recommendation implications?
  • How does ISS evaluate the treatment of equity awards upon a change-in-control?
  • How does ISS evaluate management advisory proposals seeking shareholder approval of non-employee director pay?
  • How does ISS approach U.S.-listed companies with multiple executive compensation proposals on the ballot as a result of the company’s incorporation in a foreign country?

ISS also issued a publication on pay-for-performance mechanics.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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