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COMPENSATION IN CONTEXT

UPDATED 2016 ISS COMPENSATION FAQS

January 25, 2016

Last week, ISS released an update to its U.S. Executive Compensation Policies FAQs – three FAQs are literally highlighted in the document:

FAQ #15 - Problematic Pay Practices and Equity Plans: ISS will now consider three-year average concentration ratios above 30% for the CEO or above 60% for the NEOs in aggregate as a signal that the equity plan is not broad-based;
FAQ #59 - Externally-Managed Issuers (EMIs): More detail on minimum levels of disclosure required to avoid the automatic ISS “against” recommendation; and
FAQ #61 - Subsequent event handling: More detail around how ISS will evaluate agreements or decisions in the current fiscal year (e.g. not in the year covered by the proxy statement – events subsequent to the fiscal year covered by the CD&A).

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