Last week, ISS released their annual benchmark policy survey in connection with their voting policy development processes for 2027. Institutional investors, public companies, corporate directors, and other interested parties are invited to respond until the survey deadline at 5 p.m. ET on August 14, 2026. The survey covers items ISS is considering updating in their voting policies next year, including director elections, compensation, audit, ESG, and other items.
Below are summaries of the U.S. compensation-related survey topics:
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Topic
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Survey Questions
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Discretionary Bonus Programs for Financial Services Companies
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Should discretionary bonus programs be considered a structural concern in ISS’s qualitative Say-on-Pay evaluations for U.S. financial services companies?
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Would your view change if companies provided disclosure on the use of discretion, such as pre-set opportunities, performance weightings/factors, and detail about the impact of payout decisions?
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Note: Question is limited to financial services companies given that bonus programs are often discretionary to recognize the regulatory and risk management considerations applicable to the industry.
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Handling Say-on-Pay Exemption
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The SEC has proposed a rule that would exempt many more companies from Say-on-Pay votes. If finalized, what approach should ISS take to signal pay concerns when there is no Say-on-Pay vote on the ballot?
- Adverse recommendations against the full Compensation Committee;
- Adverse recommendations against only the Committee Chair; or
- No adverse recommendations in this case.
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Relatedly, when there is no Say-on-Pay on the ballot and Compensation Committee members received low shareholder support at the prior meeting, what responsiveness threshold should apply (for example, the existing 50% Director Election Threshold, the existing 70% U.S. Say-on-Pay Responsiveness Threshold, or another threshold)?
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Long-Term Incentive (LTI) Performance Goal Disclosure
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Is the risk of competitive harm a compelling rationale for the non-disclosure of forward-looking LTI performance targets?
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Should there be a distinction between relative performance metrics (measured against a peer group or index) and absolute performance metrics when evaluating the risk of competitive harm?
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