On January 25, 2012, Institutional Shareholder Services Inc. (ISS) released a set of frequently asked questions relating to its analysis of compensation policy issues for 2012 (more on the details of the ISS methodology and policies here and here). The FAQs address the ways in which ISS will evaluate executive pay-for-performance, management say-on pay responsiveness, and equity plans.   While much of the content relates to the technical aspects of the quantitative methodology used by ISS in evaluating whether there is an executive pay-for-performance misalignment, there are more practical points, as well.  For example, the FAQs address circumstances in which an adverse pay-for-performance recommendation from ISS could lead to an ISS recommendation for an AGAINST vote on an equity plan.

Check dodd-frank.com frequently for updates on the Dodd-Frank Act and other important securities law matters.

Photo of David Jenson David Jenson

David has deep experience leading clients through strategic transactions of all structures and types. Much of David’s practice involves representing strategic acquirers executing growth plans through serial acquisitions to expand their geographic footprints or service or product offerings. David also represents private equity…

David has deep experience leading clients through strategic transactions of all structures and types. Much of David’s practice involves representing strategic acquirers executing growth plans through serial acquisitions to expand their geographic footprints or service or product offerings. David also represents private equity funds executing platform acquisitions and add-on transactions.