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ISS Releases Executive Compensation and Equity Plan Policy Updates for the 2025 Proxy Season

By 4 Mins Read

Institutional Shareholder Services (ISS) has released its executive compensation and equity plan policy updates for the 2025 proxy season, reflecting its approach to determining its proxy voting recommendations on say on pay and equity plan proposals for shareholder meetings held on or after February 1, 2025. The updates to ISS’s existing policies are fairly light overall, but it is notable that there will be heightened scrutiny of the design and disclosure of performance-vesting equity awards,…

“Will the Proxy Advisory Role be Changing? – SEC withdraws no-action letters from 2004”

By , and 2 Mins Read

Proxy advisors (e.g., Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co (“Glass Lewis”)) have played a substantial role in the design of executive compensation for many years.   This has been due to the strong reliance of institutional investors (as well as investment advisors) on the proxy voting recommendations of firms such as ISS and Glass Lewis.  Some commentators have viewed the proxy advisors as being quasi-regulators without any formal oversight of their potential conflicts…

ISS’s Draft 2018 Benchmark Voting Policy Keeps the Spotlight on Director Pay

By 3 Mins Read

Just last week we were presenting at the annual NASPP conference on the increasing scrutiny of director compensation from shareholders, investors, plaintiffs, the SEC, and proxy advisors. This week it seems that the trend is set to continue, as Institutional Shareholder Services (“ISS”) launches its 2018 Benchmark Policy Consultation, seeking public comment on proposed new voting policies for 2018, including a new draft U.S. voting policy on director elections and non-employee director pay. The proposed new…