The Winston & Strawn executive compensation blog has caught ISS failing to practice what it preaches:
In a message entitled "Their Own Proxy Sheds Light on a 'Do as I Say, Not as I Do' Approach," Ross Zimmerman of Exequity LLP commented on the recently filed proxy for ISS:
The parent company of ISS (MSCI, Inc) filed its annual proxy statement yesterday, and it contains an assortment of pay practices that ISS routinely pillories. Among the executive pay practices that are excoriated by ISS, but that are embraced by ISS's parent, are:
- The combined role of CEO and chairman;
- Pay targeting at the "higher end of market practices;"
- Annual bonus determinations that are discretionary;
- Long-term incentives that are heavily based on restricted stock units; and
- Single trigger long-term incentive vesting on certain changes-in-control for awards held by top executives
This should provide companies with some interesting rebuttal material to ISS.The link to MSCI's proxy is here
Indeed. It also once again highlights the need for the SEC to take a hard look at the role outfits like ISS are playing in corporate governance. If ISS isn't playing by the rules it preaches, that just adds to the already long list of reasons ISS' influence is becoming ever more pernicious.