November 27, 2018

ISS’ New “Prelim” Comp FAQs: One-Year Deferral of Director Pay Policy

Last week, as noted in this Steve Quinlivan blog, ISS released five “preliminary” compensation FAQs, which includes a one-year deferral of its controversial policy over excessive director pay. There are no changes to the quantitative pay-for-performance screens nor changes to the passing scores for Equity Plan Scorecard (EPSC) evaluations of stock plan proposals (but there are new EPSC ‘overriding’ factors and a change to the change-in-control vesting factor). “Final” FAQs are expected in a few weeks…

Hats off to my pal – Bass Berry’s Jay Knight – for having his family featured on the season finale of “Property Brothers”! Jealous! Read Jay’s blog about it…

How Often Does the SEC Chair Have Meetings?

I despise meetings. Probably the best part of my current job is that I have very few meetings. By “few,” I mean none. Lucky me! Many of the other jobs that I’ve had were full of meetings. Particularly working in-house. That had multiple meetings every single day. Ugh.

Anyway, how many meetings do you think the SEC Chair has each day? The answer is a lot. The weird thing is that the SEC publishes a regular list of these meetings. Apparently, that’s been going on for some time. No idea why – but the URL for the list has “FOIA” in it. So I imagine that someone made a request. Given my distaste for meetings, I would say that it looks like a tough job…

Tomorrow’s Webcast: “How Boards Should Handle Politics as a Governance Risk”

Tune in tomorrow for the webcast – “How Boards Should Handle Politics as a Governance Risk” – to hear CalPERS’ James Andrus, Downey Brand’s Bruce Dravis, Politicom Law’s Erin Lama and Richard Levick discuss the increasing risks caused by the entanglement of business & politics and how boards oversee the different dimensions of political speech.

Broc Romanek