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

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.