CamberView Discusses ISS Changes to Compensation-Related Methodologies

On December 14,  ISS released its Frequently Asked Questions (FAQ) documents on U.S. Compensation Policies and U.S. Equity Compensation Plans as well as a whitepaper on Pay-for-Performance Mechanics designed to help stakeholders understand upcoming changes to its compensation-related methodologies. These documents are ISS’s final, and more fulsome, description of the methodological changes previewed in its preliminary FAQs document which was released in November. All changes will be effective for annual meetings on or after February 1, 2018.

ISS announced two key changes to its methodology for 2018. First, ISS modified its quantitative pay-for-performance screen, most notably by adding a new … Read more

CamberView Partners Discusses SEC Guidance on New Pay Ratio Rule

On September 21, the U.S. Securities and Exchange Commission (SEC) issued guidance on the implementation of the Pay Ratio disclosure requirement as well as separate guidance from SEC staff concerning the use of sampling and other methodologies. Concurrently, the staff of the SEC’s Division of Corporation Finance issued revised Compliance and Disclosure Interpretations (“C&DIs”) related to implementing the new requirement.

While many issuers have been preparing to disclose a pay ratio in 2018, these documents put to rest any questions regarding whether the SEC may take action to materially delay or discard the requirement before the coming proxy season. This … Read more