Attention all public companies: ISS will be accepting updates to companies’ self-selected compensation benchmarking peers starting today, November 20, at 9:00 a.m. EST and continuing until December 9, 2013 at 5:00 p.m. EST. All companies in the Russell 3000 index with annual meetings set to occur between February 1, 2014, and September 15, 2014, are eligible to participate. Read FAQs on this opportunity and provide updated information on your benchmarking peers here.
According to its website and announcement on this opportunity, the ISS Research team will use any peer group information supplied by a company “solely for the purpose of constructing peer groups. It will not be shared with any other party within or outside of ISS prior to the publication of the report. The list of company peers that ISS used as an input to its peer group construction will be included within the ISS' proxy research report.”
No action is required if a company does not wish to change its peer group. However, in our experience, many companies believe that the peer group used by ISS could be improved – and this is their one chance to attempt to do that. To be clear, ISS still will pick its own peer group. ISS will use a company’s self-selected executive compensation benchmarking peers as a key input into the ISS peer group selection process. For companies that use multiple peer groups, ISS uses the company peer group used for benchmarking CEO pay decisions. Thus, companies should provide the peer group that most closely matches that description.
Note, however, that ISS “will expect that the list of companies you submit to them matches the benchmarking peers that are disclosed in the 2014 proxy. If the peers provided to ISS through this process are different from the peers disclosed in the proxy, ISS may apply additional scrutiny to this variance as part of its pay-for-performance analysis.” Obviously, this provides a very short window within which the Compensation Committee and its compensation consultant can review the current peer group.
If you wish to submit an updated peer list, it must be accompanied by letter submission on the company’s letterhead, in a PDF version, containing the full list of peers that were submitted online. According to ISS, “issuers will receive specific instructions on how to complete this email verification at the end of their web-based peer submission.” Outside advisors may not submit the peer group updates on a client’s behalf.