ISS is seeking public comment on three policies that will impact U.S. companies with the comment period to close on November 9. It will release final policy updates, which will contain more than just these three changes, that will impact the 2018 season in the second half of November. We previously reported on the issues that were raised in two separate surveys here and here.
The key changes under consideration for the three policies now subject to comment include:
Non-Employee Director Compensation. Under the proposed new policy, ISS would recommend against the board committee members who are responsible for setting or approving non-employee director compensation when there are two or more consecutive years of “excessive” pay without a rationale or other mitigating factors.