New ISS Policy a Warning Shot for Boards

A new ISS policy geared toward reining in excessive pay among boards could also result in greater scrutiny of board perquisites or pay elements that ISS views as problematic, particularly for companies planning to seek shareholder approval of director pay.

The proxy advisory firm last week provided more details about how it will consider director compensation plans going forward and the way it will define “excessive pay.”

According to a new Frequently Asked Questions document ISS published last Thursday, excessive director pay will be determined by comparing individual director pay totals to the median of all directors at companies in the same index and industry. Pay figures above the top 5% of all comparable directors have historically been viewed as “extreme outliers,” and will likely be viewed as such in the future. ISS also reiterated in its FAQs that the purpose of the policy is to identify a pattern of excessive pay over a period of consecutive years, and that it will consider whether the company has provided a “compelling rationale” in director compensation disclosure if the board is an outlier.

…A look at recent matching charitable-gift disclosures using SEC compliance and public company intelligence provider MyLogIQ shows that matching-grant programs in place for directors currently range from about $500 to $30,000.