ISS Issues Updated FAQs on Its 2022 US Executive Compensation Policies | Practical Law

ISS Issues Updated FAQs on Its 2022 US Executive Compensation Policies | Practical Law

On December 17, 2021, Institutional Shareholder Services (ISS) issued an updated set of FAQs regarding its 2022 US executive compensation policies.

ISS Issues Updated FAQs on Its 2022 US Executive Compensation Policies

Practical Law Legal Update w-033-8780 (Approx. 4 pages)

ISS Issues Updated FAQs on Its 2022 US Executive Compensation Policies

by Practical Law Employee Benefits & Executive Compensation
Published on 21 Dec 2021USA (National/Federal)
On December 17, 2021, Institutional Shareholder Services (ISS) issued an updated set of FAQs regarding its 2022 US executive compensation policies.
On December 17, 2021, Institutional Shareholder Services (ISS) issued an updated set of FAQs regarding its 2022 US executive compensation policies, effective for meetings on or after February 1, 2022. The FAQs cover general executive pay questions and management say on pay evaluation topics. New and updated FAQs discuss:
  • The minor updates to the "Eligible for FPA Adjustment" thresholds under the Financial Performance Assessment (FPA) measure in the ISS pay-for-performance methodology (see Legal Update, ISS Releases Its 2022 Pay-for-Performance Methodology).
  • The practices that are most likely to result in an adverse say-on-golden parachute (SOGP) recommendation.
  • Factors ISS will use to evaluate proposals seeking approval of individual equity awards.
  • Updates for the 2022 U.S. proxy season to reflect certain changes in approach to assessing COVID-related pay decisions. The exceptional circumstances of the COVID-19 pandemic and its impact continue to be considered in ISS' qualitative evaluation (to learn about ISS' updates to its FAQs addressing US compensation policies and COVID-19, see Legal Update, ISS Issues Updated FAQs Addressing US Compensation Policies and the COVID-19 Pandemic).
These FAQs provide general guidance and do not guarantee how the ISS Global Research Department will apply its benchmark policy in any situation.
For more information on ISS's 2022 voting guidelines, see Legal Update, ISS Releases 2022 Proxy Voting Guideline Updates.