The Advisors' Blog

As I noted in late July, Glass Lewis is now out with its annual policy survey. Responses are due September 15 by 8 pm ET. This Weil alert details key topics covered in the survey. Here are the compensation-related matters:

Time-Based Awards. Citing the preference of over 85% of respondents to last year’s survey for performance-based incentive awards with an openness to time-based awards under certain circumstances, and noting ongoing debate regarding a company’s mix of time- and performance- based awards (as discussed at the SEC Roundtable on Executive Compensation on June 26, 2025, see our prior Alert here), Glass Lewis asks respondents under what specific circumstances they would consider use of only time-based awards under a long-term incentive plan to be reasonable.

Director Pay. Glass Lewis notes that, in developed markets, set fees generally account for the majority of non-executive director compensation and that such fees are generally modestly increased over time without controversy or intense scrutiny. Noting the understanding that substantial increases in non-executive director pay occur infrequently, Glass Lewis asks how respondents assess such significant increases in director fees.

Executive Security and Perks. Understanding company concerns that the current SEC guidance on perquisites may be confusing and may dissuade companies from providing security protections, Glass Lewis asks whether, and under what circumstances, respondents believe executive security costs should be treated as perquisites.

Make-Whole Incentive Grants. Noting the increase in the number of “make-whole” grants disclosed in connection with executive hires in 2025 and the disparate responses to last year’s survey question on the topic, Glass Lewis asks respondents to provide greater detail on their evaluation of make-whole awards, as opposed to other signon awards, including whether they should be assessed on the same criteria as other awards.

Equity Plans. Glass Lewis notes that when shareholders do not approve a company’s equity plan, it can significantly impact a company’s ability to pay its employees. With such high stakes in mind, Glass Lewis requests that respondents provide greater detail on what characteristics they consider important in evaluating omnibus equity plans, including qualitative terms and best practices, absolute or relative burn rate, or overhang and dilution levels, dilutive impact of the share request, size of the share request compared to past usage and current need, and historical and projected cost of the plan.

SEC Rulemaking. Noting that the SEC may scale back executive compensation disclosure, Glass Lewis asks what disclosure elements respondents consider to be crucial in communicating and assessing executive compensation programs. Specifically, Glass Lewis asks respondents to indicate whether the following are “very important,” “important,” or “not important”: incentive plan design; rationale for potentially concerning pay practices; reconciliation between GAAP and non-GAAP metrics used in incentive plans; standard compensation tables; SEC-mandated pay-versus-performance disclosure; and CEO to median employee pay ratio.

Tariffs. Glass Lewis asks how respondents would typically expect the board to respond when executive incentive outcomes reflect elements of a company’s performance that have been materially impacted by tariffs.

Severance Benefits. Glass Lewis notes that companies may often make ad-hoc adjustments to employment and award agreements to expand severance benefits. As such, Glass Lewis asks which ad-hoc adjustments respondents believe are acceptable.

Like the ISS survey, it also cites the SEC’s February Schedule 13G eligibility guidance. Glass Lewis asks survey respondents whether they are considering voting or engagement policy changes in response.

– Meredith Ervine