Proxy advisory firm Institutional Shareholder Services has published a handful of updates to its policies on assessing compensation matters for this year’s proxy season. Boards should review the new policies in case they are affected.
Under the new policy, if companies make a compensation change in response to an ISS research report, they need to disclose that change in a public filing before ISS will issue a proxy alert to update its analysis.
Deb Lifshey, managing director at executive compensation and leadership consulting firm Pearl Meyer, said that companies already should have been disclosing any changes made to compensation plans in response to proxy advisors’ concerns in public filings but this raises the specificity of that disclosure.
“You now have to make the public filing and you have to specifically address their issue,” she said. “You have to talk proactively about changing the design or promising to change something, which is a bit of a change.”
Lifshey acknowledged that ISS’ comp changes were relatively “light,” and she suggested that comp committees should also review policy changes from Glass Lewis. For one, Glass Lewis updated its views on clawback policies, saying it believes that companies should go farther than the SEC’s Dodd-Frank mandated plans.
According to Lifshey, some companies updated their clawback policies early last year in response to the SEC’s new clawback rule but may have missed Glass Lewis’ views on clawback policies, which came out in the fall.
“They might have been in that window, trying to be good actors by getting the plan in place early, and then missed the whole thing with Glass Lewis and then didn’t put in a parallel plan,” she said. “They could always go back and put in parallel plans, because that doesn’t need to go before shareholders.”