Last week, Institutional Shareholder Services (ISS) announced its findings from the 2016-2017 “Annual Policy Survey.” According to ISS, 115 institutional investors, 270 corporate issuers, and 17 consultants/advisors to companies participated in the survey. These are only survey results and, therefore, no current action is necessary. However, two items on which I have recently blogged came up as among the “key takeaways,” so I thought I would address them briefly.
First, the ISS policy survey reports that both investors and issuers strongly favor using metrics other than total shareholder return (TSR) to measure pay-for-performance alignment. Capital productivity metrics are the most favored alternative pay-for-performance alignment metrics among investors. I have blogged several times on the Dodd-Frank/SEC push toward TSR as a performance metric, including the pay for performance rules proposed in April 2015. Soon the government will require every company in America to report its compensation compared to its total shareholder return and Relative TSR, but investors do not want companies to use that as the means of determining incentive pay.
Second, the survey reports that institutional investors strongly support annual say-on-pay frequency. I just blogged a reminder on this topic two weeks ago, Say on Pay Frequency Vote in 2017.