ISS's parent, MSCI Inc., filed its proxy March 19, 2012 for its annual shareholder meeting on May 2, 2012. ISS has indicated that it will not issue one of its Proxy Reports for MSCI as that would present a conflict of interest. Without an ISS Proxy Report, we will not know how MSCI would fare under ISS's revised Pay-for-Performance (P4P) and Say-on-Pay (SOP) policies for 2012. Given that Exequity has conducted a significant number of P4P analyses in light of ISS's 2012 P4P and SOP policies, we thought we could address this gap by offering our assessment of MSCI on these issues. This Client Alert contains our summary review of MSCI's compensation practices as disclosed in its proxy statement as well as a report detailing Exequity's estimated P4P Analysis for MSCI.

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On December 19, 2011, Institutional Shareholder Services (ISS) issued its technical document that details its pay-for-performance (P4P) methodology for 2012. The technical document lays out ISS's quantitative and qualitative assessment methodologies under its P4P policy for 2012. This Client Alert summarizes the key details of ISS's 2012 P4P methodology.

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On October 18, 2011, Institutional Shareholder Services Inc. (ISS) issued draft 2012 Policies for comment. Comments can be submitted through October 31, 2011. This Client Alert looks at the compensation-related policies and includes our commentary on these draft policies.

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Institutional Shareholder Services, Inc. (ISS) recently posted its 2011-2012 Policy Survey. This Alert looks at the compensation related questions in the survey, providing Exequity's commentary on them. We strongly encourage companies to respond to ISS's survey before it closes August 3, 2011.

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On December 14, 2010, Institutional Shareholder Services (ISS) issued its 2011 US Compensation Policy Frequently Asked Questions (FAQs) about several key policy areas: frequency of advisory vote on executive compensation; problematic pay practices/commitments on problematic pay practices; and, votes on golden parachutes. This Client Alert summarizes the FAQs and discusses potential implications.

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On November 19, 2010, ISS released its 2011 Policy Updates to its proxy voting guidelines. The 2011 Policy Updates apply to companies with shareholder meetings occurring on or after February 1, 2011. This Alert provides a quick summary of these Policy Updates as they relate to compensation issues.

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In this Special Report, Ed Hauder of Exequity and Reid Pearson of The Altman Group examine the 38 equity plan proposals that failed out of approximately 2,200 total proposals put forward by Russell 3,000 companies from 2007 through 2009. The authors detail several lessons for companies to consider when requesting shares, the most significant of which are to ensure that both dilution and burn rate are not excessive.

The Special Report also looks at the success rates of RiskMetrics/ISS' against vote recommendations for equity plan proposals and finds that they vary, sometimes significantly, based on the industry group. Similarly, the percent of equity plan proposals that failed varies based on industry group. Companies that are considering requesting shareholders to approve additional shares for their equity compensation plans will have a better idea of the challenges they face after reading this Special Report.

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This Alert provides a summary of RiskMetrics 2010 Policy Updates. Among other changes, RiskMetrics is changing its methodology for determining stock price and volatility and has changed its burn rate table. RiskMetrics also provides some additional guidance in its Compensation FAQs and added additional requirements for companies that want to utilize the stock option carve-out exception.

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This Client Alert highlights the compensation-related policy changes RiskMetrics (formerly Institutional Shareholder Services or ISS) is proposing for 2009. These changes include the method RiskMetrics uses to create peer groups, practices it identifies as poor pay practices, the methods it uses in assessing whether there has been a disconnect between pay and performance, and corporate social responsibility compensation-related proposals. The deadline for submitting comments to RiskMetrics on these proposed policies is October 31.

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Edward Hauder delivered this presentation at the January 17, 2007 meeting of the Chicago Chapter of the National Association of Stock Plan Professionals (NASPP). The presentation looked at Institutional Shareholder Services' (ISS) 2007 Proxy Voting Policy Updates that involved compensation. Includes links to ISS' policies and corporate governance ratings information, as well as charts detailing trends in average Shareholder Value Transfer (SVT) by Industry, Trends in SVT Cost of Firms in S&P 500 Index, and 2007 Burn Rates by Industry.

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