In December 2018, ISS released two documents covering frequently asked questions (FAQs) on final U.S. Compensation Policies and U.S. Equity Compensation Plans. The FAQs on Equity Compensation Plans also contained the ISS burn rate benchmarks applicable to meetings on or after February 1, 2019. This Client Alert reviews the changes in the FAQs and includes the 2019 ISS burn rate benchmarks.

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On November 19, 2018, ISS released its policy updates for the 2019 proxy season. Then on November 21, 2018, ISS issued a set of preliminary FAQs on Compensation Policies for 2019. These policy updates and FAQs will apply to shareholder meetings on and after February 1, 2019.

This Client Alert examines the compensation-related changes to ISS policies for 2019 as well as the preliminary Compensation FAQs.

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In November 2017, S&P Dow Jones Indices and MSCI Inc. announced revisions to the Global Industry Classification System (GICS) to be effective after the close of business on September 28, 2018. The most significant of the changes to GICS was to the Telecommunication Services sector, which has been renamed and broadened in its scope. 

We updated the summary statistics of the 2018 Relative TSR Client Briefing reflect the updated GICS classification. Communication Services companies show overall RTSR prevalence of 41%. See the link below for the updated statistics.

2018 Relative TSR Statistics—GICS Structure Updates

This Client Briefing looks at the ISS policy regarding "excessive" non-employee director (NED) compensation.  In a set of FAQs, ISS indicated that historically it has considered NED compensation at the top 5% of all comparable pay to be "excessive." Under the ISS policy, which ISS first started applying in 2018, if ISS finds a recurring pattern of excessive NED compensation magnitude in two or more years without a compelling rationale, ISS may recommend against those directors responsible for approving/setting NED compensation.

The Client Briefing provides the median and 95th percentiles for the S&P 500 and Russell 3000 (excluding the S&P 500) groups, in the aggregate and by industry.  Companies can use these as a rough guideline to gauge whether they run any risk under the ISS "excessive" NED compensation policy.

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​In this Client Briefing, Exequity explores the usage of relative total shareholder return (RTSR) within long-term incentive plans across S&P 500 companies using data from 2018 filings. We examine overall prevalence of RTSR, differences in usage between industry sectors, and key design elements of these plans.

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On August 21, 2018, the Internal Revenue Service (IRS) and the Department of the Treasury issued guidance on the recent amendments to Section 162(m) of the Internal Revenue Code that were made by the Tax Cuts and Jobs Act of 2017. This Client Alert summarizes this guidance which primarily addressed the grandfather rule for compensation payable under written binding contracts in effect November 2, 2017, as well as how covered employees will be identified under the amendments. The Client Alert also includes a flow chart to help determine if, and to what extent, the grandfather rule is available.

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If your company's Say-on-Pay (SOP) vote received low support (below 70% for ISS and below 80% for Glass Lewis), your company will need to respond appropriately in next year's proxy or face even lower support and, possibly, vote recommendations against directors.

This Client Briefing looks at what the proxy advisors want to see in your next proxy if your company received low support on its SOP vote, outlines a typical response plan, and suggests ways to ensure your company is viewed as being responsive to the low SOP vote in next year's proxy. Finally, summary statistics for Russell 3000 companies from 2012—2018 are provided, which detail the average and median SOP vote support levels, a breakout of the SOP vote support levels (including the SOP failures rates), and ISS vote recommendations for and against SOP proposals.

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After much anticipation, CEO Pay Ratio data began appearing in proxy statements this year. With the new trove of disclosures available, it’s natural for observers of executive compensation to search for trends in the data, despite seemingly universal agreement that few, if any, meaningful insights may be found. What insights are to be gleaned? What conclusions may be drawn? What does it say about pay? The purpose of this Client Briefing is to provide guidance on what the data says—and what it doesn’t. 

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This Client Briefing looks at pay ratios for 2016. The ratios were calculated using: (1) compensation data for the CEO as reported in 2017 proxy statements, and (2) the U.S. Department of Labor's Bureau of Labor Statistics (BLS) information on weekly earnings for the 4th quarter of 2016, annualized ($43,992). 

The Client Briefing reports median 2016 CEO annual total compensation by index and industry, allowing companies to use their own estimates of median employee total compensation for their industry to calculate a more relevant estimated ratio.

Note: The CEO Pay Ratios contained in this Client Briefing were calculated using the BLS median annual compensation for a U.S. worker of $43,992 for 2016. As a result, the ratios may not reflect the ratios that will be disclosed in 2018 proxy statements for (1) companies with median employee annual total compensation significantly above or below the BLS amount, and (2) companies with a large global employee workforce such that their median employee is not based in the U.S.

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On December 14, 2017, ISS issued several important updated documents concerning its policies and methodologies for the upcoming 2018 Proxy Season:

• U.S. Compensation Policies, Frequently Asked Questions;
• U.S. Equity Compensation Plans, Frequently Asked Questions; and
• Pay-for-Performance Mechanics, ISS' Quantitative and Qualitative Approach (U.S.).

In early January 2018, ISS released an interview with its Head of U.S. Compensation Research, David Kokell, that provided insight into how ISS will assess potential changes in compensation practices as a result of the enactment of The Tax Cuts and Jobs Act of 2017.

Exequity's Client Alert reviews the changes in ISS policy and methodology for the 2018 Proxy Season that are highlighted in these materials.

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On November 21, 2017, ISS released a set of preliminary U.S. Compensation FAQs that make some significant changes to its Quantitative Pay-for-Performance (P4P) tests and its Equity Plan Scorecard (EPSC) Policy. While several of the proposed changes are significant, they were not treated as "policy changes" and released with ISS's policy updates for 2018.

These preliminary FAQs represent only the most common questions ISS received, and the final, comprehensive FAQs could alter these FAQs and contain changes to other ISS U.S. Compensation policies.

Exequity's Client Alert examines these preliminary FAQs and the changes they make to the Quantitative P4P tests and EPSC Policy.

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On November 16, 2017, ISS released its updated policies for 2018. The updated policies apply to shareholder meetings on and after February 1, 2018. Exequity's Client Alert examines the United States policy updates focused on compensation matters.

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On November 2, 2017, the House Ways and Means Committee released the GOP's Tax Proposal, also known as the Tax Cuts and Jobs Act and the potential harbinger of death for many current executive compensation programs. The Tax Proposal has already been amended by the Chairman of the House of Representatives' Ways and Means Committee, and is likely to undergo further changes as it winds its way through Congress. Also, the Senate released a summary of its plan late on November 9 and reconciliation between the House and Senate bills will need to occur. President Trump wants this signed into law by Christmas, so there is a lot to be done in a very short period of time. Thus, there could be many changes between now and then, including the possibility of no bill.

This Client Alert details the "worst-case scenario" key provisions that impact executive compensation directly and also discusses the immediate issues companies need to think through so they at least have some chance to take action before December 31, 2017 if they want to try and address some of the potential issues that this Tax Proposal would raise if it makes it into law in its current form before the end of the year.

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On September 21, 2017, the SEC released several items providing additional guidance regarding CEO Pay Ratio. The new guidance took the form of an SEC Release, guidance from the Division of Corporation Finance, and new, modified and withdrawn Compliance and Disclosure Interpretations. The Exequity Client Alert reviews all of this new guidance.

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On May 10, 2017, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) with respect to Topic 718, Stock Compensation. The purpose of this ASU is to provide clarity and reduce cost, complexity and diversity in practice.

Exequity's Client Alert on this ASU provides a summary of the clarification provided by FASB.

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