Topics covered:

  • ISS’s 2025 focus on forward-looking goals disclosure for long-term incentive (LTI) plans
  • Compensation Discussion & Analysis disclosure requirements for performance targets
  • How the 100 largest US companies currently approach disclosures related to LTI performance targets
  • How companies will likely approach this disclosure going forward
  • How CAP and its clients are thinking about the potential shift in the treatment of time-based equity that ISS signaled may be on the horizon

CAP’s recent research on the Current State of Forward Goal Disclosure in Long-Term Incentive Plans (conducted by Partner Margaret Engel, Associate Louisa Heywood and Senior Analyst Grace Tan) was featured in a post on CompensationStandards.com. The article discusses that ISS wants companies to start disclosing performance goals that will apply to long-term incentive awards for the upcoming performance period (not just the completed year). CAP’s research found that Most companies do not disclose forward-looking financial targets that cover future years. Companies often determine that disclosure of forward-looking business plan targets exposes the company to competitive harm.

Shaun Bisman and Cedrick Jean-Louis’ research was highlighted in Compensation Standards’ article on how often and when activist investors raise issues with executive pay during proxy contests. CAP’s findings show that activist investors raise pay concerns in nearly half of all proxy contests annually, often pointing to pay-for-performance misalignment (91% of cases) and excessive CEO pay as key issues.

Partner Shaun Bisman was a guest on the Pay and Proxy Podcast (compensationstandards.com) where he discussed the following topics: 1) Executive compensation-related updates to Glass Lewis’s 2025 Voting Policy Guidelines; 2) ISS’s 2024 FAQ updates regarding the presentation of realizable pay, evaluation of program metrics and changes to in-process pay programs; 3) ISS’s new FAQ on performance-vesting equity disclosure; 4) Potential changes to ISS’s Benchmark Voting Policies for 2026 relating to the treatment of time-vesting equity awards; 5) Practical implications and action items for compensation committees.

Partner Shaun Bisman and Analyst Rebecca Friday’s recent CAP Alert “ISS Publishes 2024 Global Benchmark Policy Survey Results” was mentioned in a blog post discussing the topic on CompensationStandards.com.

Partners Dan Laddin and Matt Vnuk appeared on CompensationStandards.com’s The Pay & Proxy Podcast to discuss CAP’s recent Director Pay Research study “Director Compensation: Steady State is Current State”.

CAP’s recent research on “Early Filers” (i.e., CEO pay levels among 50 companies with fiscal years ending between August and October 2023) was referenced in a Compensation Standards article.