Publication
Alerts
ISS to Introduce EVA Metrics to Performance Measurement
Alert | By Lanaye Dworak, Metin Aksoy
In February, ISS launched its Economic Value Added platform as part of its online CEO Pay for Performance modeling tool, and published a white paper detailing the principles and calculations of various EVA metrics deemed to be key indicators of corporate performance…
ISS Releases Updates to Governance “QualityScore” Model
Alert | By David Yang
ISS released updates to its governance scoring model, Governance QualityScore, which went into effect on November 29, 2018. The model measures governance-related risk across four pillars: Audit & Risk Oversight, Board Structure, Compensation and Shareholder Rights & Takeover Defenses…
ISS Publishes FAQs for the 2019 Proxy Season
Alert | By Joe Sorrentino, James Park, David Yang
In December 2018, ISS released FAQs for the U.S. Compensation Policies and U.S. Equity Compensation Plans. These include updates to ISS’ list of problematic pay practices, a revised methodology to identify non-employee director pay outliers, a new “excessive dilution” override factor, and other…
CEO Pay Ratio: Year 2 Planning
Alert | By Eric Henken, Jose Furman, Bindu Culas, David Gordon
The CEO pay ratio disclosure requires U.S. public companies to disclose the ratio of its CEO pay to that of the median employee. The upcoming second year of pay ratio disclosure provides the challenge of deciding whether the same median employee used in Year 1 can be (or should be) used in Year 2 and assessing the implications of potential year-over-year changes in the ratio.
ISS Releases 2019 Voting Policy Updates and Preliminary FAQs
Alert | By Eric Henken, James Park
On November 19, ISS released policy updates applicable to public companies with annual shareholder meetings on or after February 1, 2019, and on November 21 preliminary Frequently Asked Questions (FAQs) were released. The compensation-related policy updates impact say-on-pay proposals in the U.S. and Canada…
Glass Lewis Releases 2019 Voting Policy Updates
Alert | By Caroline Cubberly, Joe Sorrentino
On October 24, Glass Lewis released U.S. voting policy updates for 2019 with several key policy changes focused on executive compensation that impact Glass Lewis’ vote recommendations on Say-on-Pay and reelection of Compensation Committee members.
IRS Releases Guidance on Application of Amended Section 162(m)
Alert | By David Gordon, Kenneth Sparling, Matt Lum
On August 21, the IRS published guidance with respect to several significant interpretative issues concerning section 162(m) of the Internal Revenue Code, which generally limits the compensation deduction for “covered employees” to $1 million. The guidance focuses on uncertainties under the new rules with respect to two major issues…
Accounting for Stock Compensation Under FASB ASC Topic 718
Alert | By Thomas Haines
FASB Accounting Standards Codification Topic 718, Stock Compensation, requires generally that all equity awards granted to employees and nonemployees be accounted for at “fair value.” This fair value is measured at grant for stock-settled awards, and at subsequent exercise or settlement for cash-settled awards…
FASB Issues Accounting Standards Update on Stock Compensation Granted to Nonemployees
Alert | By Thomas Haines
On June 20, FASB issued Accounting Standards Update 2018-07, which expands the scope of FASB Accounting Standards Codification Topic 718 to include stock compensation granted to nonemployees. Previously, Topic 718 applied only to stock compensation granted to employees as defined by common law…
ISS Releases Final FAQs for the 2018 Proxy Season
Alert | By James Park, Wendy Hilburn, David Yang, David Gordon
On December 14, ISS published (1) U.S. Compensation Policy Frequently Asked Questions (FAQs), (2) U.S. Equity Compensation Plans FAQs, and (3) Pay-for-Performance Mechanics, an updated “white paper.” Few new policies are introduced for 2018, but the FAQs update or clarify several outstanding compensation policies…
ISS Releases Preliminary FAQs for 2018 Proxy Season
Alert | By Wendy Hilburn, David Yang, Samantha Nussbaum
On November 21, ISS published U.S. compensation policy preliminary FAQs, which provide insight to the updated ISS quantitative pay-for-performance screening methodology and its U.S. Equity Plan Scorecard evaluation related to stock plan proposals.
ISS Releases Policy Updates for 2018 Proxy Season
Alert | By Wendy Hilburn, David Yang
On November 16, ISS released policy updates applicable to public companies with annual shareholder meetings on or after February 1, 2018. The compensation-related policy updates impact say-on-pay proposals in the U.S. and Canada and the re-election of board members in the U.S. In addition, ISS adopted a new…
