Georgeson's "ISS Non-Employee Director 'Excessive Compensation' Policy to Take Effect February 1, 2020" serves as a reminder and refresher on the terms of ISS's new "excessive" non-employee director (NED) pay policy that may result in "against" recommendations for directors responsible for approving/setting NED pay for companies with meetings on or after February 1st in those cases where ISS identifies excessive pay without disclosure of a compelling rationale for both 2019 and 2020.
Those companies that were among the nearly 100 companies ISS tagged as an outlier last year are advised to consider their 2020 proxy disclosure regarding outlier director pay determinations, and the potential impact an "against" recommendation may have on their shareholders' support for the targeted directors.
See ISS's Compensation Policy FAQs #65 and #66, and additional information & resources on our Proxy Advisors and Director Compensation pages. This post first appeared in the weekly Society Alert!