ISS Releases 2019 Policy Survey

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On July 22, 2019, ISS released its 2019 Benchmark Policy Survey. The survey can be accessed at:

The board of director and compensation-related questions include:

  • Board gender diversity, including what might constitute a mitigating factor
  • Director overboarding
  • Combined CEO/Chair role in the U.S.
  • Display of prior GAAP metrics used prior to the proposed use of EVA in ISS’ Financial Performance secondary screen as part of its quantitative pay-for-performance analysis for Say-on-Pay vote recommendations

ISS will use the responses to this policy survey in formulating its 2020 policy updates.

More on ISS’ Excessive Non-Employee Director Pay Policy

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ISS announced that it would not apply its excessive non-employee director (NED) pay policy until meetings on and after February 1, 2020. But in the U.S. Compensation Policies Frequently Asked Questions, Updated December 14, 2018, ISS indicated that adverse vote recommendations could be issued under this policy for meetings occurring on or after February 1, 2020 where ISS has identified excessive NED pay without compelling rationale in both 2019 and 2020.

This means that companies that might have excessive NED pay and wanted to addresses it so it would not be an issue in 2020, will need to address NED pay now. That’s because most companies are setting their director compensation for 2019, that will be disclosed in their 2020 proxy statements.

Therefore, if a company will have an issue under ISS’ NED pay policy in 2020, it will be extremely difficult to avoid that result. So, the way ISS is implementing this policy creates a real possibility that companies will be trapped into being amongst the top 3% NED pay in both their 2019 and 2020 proxy statements and have no real opportunity to address NED pay levels (since 2019 pay being set shortly) before ISS applies the policy in 2020.

Companies should therefore carefully review ISS’s new FAQ on NED pay and determine whether their director pay for any director would place him/her at the 90th percentile or higher for companies in their 2-digit GICS code in their index (S&P 500; combined S&P 400 and S&P 600; remainder of the Russell 3000 index; and, the Russell 3000-Extended). If so, then they should consider adding an explanation in their proxy explaining why their pay is higher for those directors and also consider better laying out the process used to set director pay, especially timing, so that shareholders and ISS can more easily see that the Company had very little opportunity to address NED pay levels for the 2020 proxy.

ISS Announces 2019 Policy Updates

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On November 19, 2018, ISS announced its policy updates for the 2019 proxy season. These updates will apply to shareholder meeting on and after February 1, 2019.

While ISS did not announce any changes to its pay policies for 2019, it did indicate that it will feature EVA metrics in its proxy reports for U.S. and Canadian companies on a phased-in basis over 2019. ISS will continue to use GAAP measures in its quantitative pay-for-performance (P4P) test’s Financial Performance Assessment (FPA) during 2019. However, the clear indication is that ISS will continue to study how to bring EVA metrics into its quantitative P4P assessment, as it received feedback from its clients that they agreed with the direction ISS was taking in this regard.

For director elections, ISS will make a change with respect to board gender diversity. For U.S. companies, ISS is announcing a new policy that will take effect February 1, 2020 with respect to companies in the Russell 3000 or S&P 1500 indexes that do not have any women on their boards may cause ISS to issue adverse voting recommendations with respect to nominating committee chairs, and, on a case-by-case basis, and with respect to other directors who are responsible for the board nomination process. The policy would allow the absence of board gender diversity to be temporarily explained and excused.

The 2019 policy updates can be found on ISS’ Latest Voting Policies Page:

Latest Voting Policies

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