February 18, 2020
ISS “Excessive” Non-Employee Director Pay Policy – In Effect Now
– Lynn Jokela
Georgeson recently issued a good reminder in this blog that ISS’ policy on non-employee director compensation took effect February 1st – and under the policy, ISS will recommend shareholders vote against directors who are responsible for setting director comp when a company’s non-employee director pay is “excessive” for two or more consecutive years unless a compelling rationale is disclosed. ISS introduced the policy in 2018 but it didn’t take effect until earlier this month.
According to the blog, last year, ISS identified almost 100 companies as having excessive non-employee director pay. The memo helps explain how ISS determines “excessive” pay and the disclosure necessary to provide a compelling rationale for the pay so that companies can take steps to help avoid “against” recommendations for directors.