In December 2018, ISS released U.S. Compensation Policies Frequently Asked Questions (FAQs) and U.S. Equity Compensation Plans FAQs. These documents expand on the 2019 compensation policy updates and preliminary FAQs that were published back in November. Included in the FAQs are updates to ISS’ list of problematic pay practices, a revised methodology to identify non-employee director pay outliers, a new “excessive dilution” override factor, and other modifications/ clarifications to its compensation and equity plan evaluations.
These policies and FAQs apply to public U.S. companies with annual shareholder meetings on or after February 1, 2019.