Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

ISS has issued a report on compensation trends incorporating data so far from this year’s proxy filings.  According to ISS:

  • The most significant trend continuing in 2015 has been the move to performance-based pay, which has mostly been in the form of long-term equity awards. Related to that ongoing shift has been the growth in the use of Total Shareholder Return, or TSR, as a performance metric, and the use of relative awards, where the achievement of the award is based on performance relative to a group of companies, usually a peer group but sometimes a broader index like the S&P 500.
  • TSR remains the top performance metric used for long-term performance awards, with 58 percent of companies using TSR, up from 51 percent last year.
  • The shift to performance based pay has led to increased complexity and perhaps less transparency.
  • The main issue for all parties will be less visibility as to the potential value of the award. There will be more uncertainty, and greater potential for conflicting designs across multiple awards. In short, an increase in “unintended consequences,” where complexity in award design leads to a pay and performance disconnect, is a distinct possibility.


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