On December 16, 2022, Institutional Shareholder Services (âISSâ) released its updated FAQs on Equity Compensation Plans, which will apply to its âEquity Plan Scorecardâ evaluation of equity plan proposals in shareholder meetings held on or after February 1, 2023. Under the Equity Plan Scorecard, ISS scores a proposed equity plan based on factors relating to (i) plan âcostâ under a âShareholder Value Transferâ model, (ii) plan features and (iii) company grant practices. Although the only…
Effective as of February 1, 2020 Institutional Shareholder Services (ISS) will increase its focus on gender diversity within corporate boards of directors with its updated policy on diversity in corporate board composition. This policy was announced in its “Proxy Voting Guidelines Updates for 2020” published on November 11, 2019. After publishing its original board composition diversity policy, which allowed for a one-year transition period, ISS now increases the pressure on public companies to make a…
Public companies seeking shareholder approval of a new or amended equity plan on or after February 1, 2019 should consider some key updates by Institutional Shareholder Services (âISSâ) to its Equity Compensation Plans FAQs. Although the updates leave ISSâs general equity plan scorecard (âEPSCâ) methodology framework intact, there are some noteworthy changes: CIC Vesting Factor. The change in control (CIC) vesting factor has been revised to provide EPSC points based on whether the company discloses the vesting treatment…
Institutional Shareholder Services (ISS) on November 21, 2018 issued âpreliminaryâ FAQs addressing a few, but not insignificant, changes to its compensation policies for 2019. Unfortunately, these FAQs did not provide much-anticipated guidance on performance awards, following the Tax Cuts and Jobs Actâs elimination of the âqualified performance-based compensationâ exception to the general deductibility disallowance under Section 162(m) of the Internal Revenue Code for compensation exceeding $1 million payable to âcovered employeesâ of publicly traded companies. …
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 (âISSâ) 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…
Many companies that are taking their stock plans out for shareholder approval this proxy season to replenish their share reserve are also amending their plans to accommodate recent changes in law, governance practices and new developments, such as the recent change that FASB adopted to the accounting rules for share-based awards (ASC 718) allowing withholding of shares to satisfy tax withholding rates at a rate higher than the minimum tax withholding rate without triggering liability…