2026 Proxy Season Review: Compensation-Related Matters

2026 Proxy Season Review, Part 2 (Compensation Related Matters)

September 29, 2026

Summary of Key Trends[1]

A. Strong Say on Pay Results

1. The number of failed say on pay votes remained low, with overall shareholder support averaging ▲91% among the S&P 500 and ▲92% among the Russell 3000 in H1 2026 (v. 90% and 91% in H1 2025).
2. Turnover in failed votes declined by ▼50%, indicating a return of “stickier” negative votes.

B. Overall ISS Approach on Say on Pay Evaluation

1. Compared to proposals ISS supported, proposals with negative recommendations received ▼28% and ▼21% lower support on average, respectively, at S&P 500 and Russell 3000 companies.

C. Details on ISS’s Application of its Pay for Performance Policies in H1 2026

1. ISS’s approach to say on pay recommendations remained generally unchanged from the prior proxy season.
2. Alignment of CEO pay with relative total shareholder return remained the most important quantitative factor underlying ISS negative recommendations.
3. ISS placed slightly greater emphasis on quantitative pay for performance factors in H1 2026, while continuing to focus heavily on qualitative concerns regarding performance goals and incentive compensation design.
4. Limited, opaque or undisclosed performance goals remained the most often cited qualitative factor underlying ISS negative recommendations, and one off awards resulting in high executive compensation was the second most cited factor.

D. SEC Proposal to Scale Executive Compensation Disclosure Requirements

1. The SEC proposed significantly scaling back executive compensation disclosure and related shareholder voting requirements for non accelerated filers, which the SEC estimates would comprise approximately 81% of reporting companies.

E. Equity Compensation Plan Voting

1. Average support was 92% among the S&P 500 and 87% among the Russell 3000 in H1 2026, generally consistent with H1 2025.
2. Despite an increase in negative ISS recommendations, no plans failed to pass among the S&P 500 (same as H1 2025) and ▲five plans failed among the Russell 3000 (v. two plans in H1 2025).

A. Strong Say on Pay Results

1. The number of failed say on pay votes remained low, with overall shareholder support averaging ▲91% among the S&P 500 and ▲92% among the Russell 3000 in H1 2026 (v. 90% and 91% in H1 2025).

▼ Down from H1 2025. ▲ Up from H1 2025. = Consistent with H1 2025.

Say on pay voting results remained strong in 2026. The number of failed say on pay votes decreased across both the S&P 500 and the Russell 3000, with the latter achieving a 12 year low. Specifically, the number of companies with failed say on pay votes decreased to ▼four among S&P 500 companies (compared to five in H1 2025) and to ▼21 among Russell 3000 companies (compared to 27 in H1 2025). Across both indices, 99% of say on pay proposals passed (consistent with indices in both H1 2025 and H1 2024).

Average shareholder support for say on pay proposals voted in H1 2026 was ▲91% among the S&P 500 and ▲92% among the broader Russell 3000, representing a slight increase compared to 90% and 91%, respectively, in H1 2025. Looking at the S&P 500 companies broken down by industry, those in the communication services sector had the lowest average support at approximately 74%, and those in the energy and materials sectors had the highest average support at approximately 95%. In H1 2026, failed say on pay votes at S&P companies occurred in the healthcare, technology and communication services and real estate sectors (compared with the healthcare, technology, industrial and real estate sectors in H1 2025).

2. Turnover in failed votes declined by ▼50%, indicating a return of “stickier” negative votes.

Notwithstanding the strong performance noted above, the rate of year over year turnover in failed votes in H1 2026 declined from the high levels observed in H1 2025. Of the companies with failed 2025 say on pay votes that had their say on pay votes in H1 2026, two of the four S&P 500 companies and 22 of the 25 broader Russell 3000 companies achieved majority support in 2026. This level of turnover was lower than that seen in H1 2025 for S&P 500 companies (50% vs. 100% in H1 2025) and for Russell 3000 companies (88% vs. 95% in H1 2025). In addition, only ▼one of the two S&P 500 companies that failed in 2025 and that passed in H1 2026 received shareholder support of over 70% of votes cast in 2026 (compared to all four in H1 2025), while ▲17 of the 22 Russell 3000 companies that failed in 2025 and passed in H1 2026 received shareholder support of over 70% of votes cast in 2026 (compared to 12 out of 18 in H1 2025).[2] Finally, of the 21 companies in the Russell 3000 that had failed say on pay votes in H1 2026, ▲three had a failed vote in the prior year, and ▲eight additional companies had support levels below 70% in the prior year (compared to one and five out of 27 in H1 2025, respectively). Overall, although some companies with failed votes continued the pattern of achieving better say on pay outcomes in the subsequent year, for the first time in more than five years, half of such companies in the S&P 500 failed to achieve a majority vote.

B. Overall ISS Approach on Say on Pay Evaluation

1. Compared to proposals ISS supported, proposals with negative recommendations received ▼28% and ▼21% lower support on average, respectively, at S&P 500 and Russell 3000 companies.

Consistent with prior years, ISS recommendations meaningfully impacted shareholder votes. Compared to the proposals supported by ISS, say on pay proposals with negative ISS recommendations received ▼28% and ▼21% lower support on average, respectively, at S&P 500 and Russell 3000 companies. As discussed further below, the most significant factors underlying ISS’s negative recommendations in 2026 were the misalignment between CEO pay and shareholder return, as well as limited, opaque or undisclosed performance goals, one off awards resulting in high executive compensation and the use of subjective information to determine compensation. ISS is likely to remain focused on these performance and size related compensation concerns in 2027 in light of the continued economic uncertainty facing global markets.

▼ Down from H1 2025. ▲ Up from H1 2025. = Consistent with H1 2025.

When making a recommendation on a say on pay proposal, ISS uses a multipronged approach to assess executive compensation.[4] ISS will recommend a vote against a company’s say on pay proposal if any of the following is true.

• there is a significant misalignment between CEO pay and company performance (pay for performance), as discussed in detail in Section C below;
• the company maintains significant problematic pay practices (for example, excessive change in control or severance packages, benchmarking compensation above peer medians, repricing or backdating of options, or excessive perquisites or tax gross ups); or
• the board’s communication with, and responsiveness to, shareholders is significantly poor.

ISS applies these standards by assigning companies a “high,” “medium” or “low” level of concern for each of the five evaluation criteria listed in the above table. As the table illustrates, although pay for performance is just one factor in the overall compensation assessment, it remains the main factor correlating to ISS’s negative recommendation on the say on pay vote, as has been the case in recent years. The percentage of negative recommendation reports indicating “high” concern on this issue increased this year (92% vs. 80% in H1 2025). Pay for performance remains the most prevalent criterion among companies that received negative recommendations, exceeding the next most prevalent criterion by over 75 percentage points.

Consistent with 2025, ISS also issued negative recommendations based on perceived issues with compensation committee communication and responsiveness, highlighting the importance of engagement with shareholders on matters relating to compensation.[5] Of the six companies that received both a negative recommendation and a “high” concern rating on compensation committee communication and responsiveness, one company received a “high” concern rating solely under this criterion.[6] Notably, this company received a “low” quantitative and qualitative concern rating with respect to pay for performance.

In H1 2026, consistent with prior years, and despite the number of submitted compensation related Rule 14a-8 proposals decreasing by ▼65% compared to H1 2025, severance remained the most prevalent issue underlying submissions on compensation, representing approximately 36% of such proposals (see Section A of Part 1 of this publication). ISS also continued to identify severance arrangements as an area of concern, ascribing “high” concern on this criterion to ▼three companies to which ISS issued negative recommendations in H1 2026 (vs. five in H1 2025).

C. Details on ISS’s Application of its Pay for Performance Policies in H1 2026

1. ISS’s approach to say on pay recommendations remained generally unchanged from prior proxy season.

Since the 2012 proxy season, the first step in the pay for performance prong of ISS’s executive compensation assessment has been a quantitative analysis of both relative and absolute alignment of pay for performance.[7] Even if a company receives a “low” concern rating through this quantitative pay for performance model, ISS will review all of the company’s Compensation Discussion and Analysis section and incentive programs to highlight noteworthy issues to investors. Problematic incentive designs, such as multiyear guaranteed payments, discretionary pay components, inappropriate perquisites or lack of rigorous goals are generally addressed in the qualitative analysis and may result in a “high” overall concern with respect to pay for performance despite a “low” initial quantitative concern level.[8]

2. Alignment of CEO pay with relative total shareholder return remained the most important quantitative factor underlying ISS negative recommendations.

a. Components of Quantitative Analysis

ISS’s quantitative pay for performance screen uses four measures, which were slightly modified in December 2025. They are described below.

• Relative Degree of Alignment or RDA (relative alignment of CEO pay and total shareholder return over five years). The metric given the greatest weight in the quantitative assessment is the alignment of CEO pay and TSR,[9] relative to a comparison group of 12 to 24 companies selected by ISS on the basis of size, industry, market capitalization and other factors. To determine RDA, the company’s percentile ranks are calculated for five year average pay and for annualized five year TSR performance. The RDA measure is equal to the difference between the ranks, meaning the performance rank minus the pay rank. The threshold for receiving “high” concern is a difference of 60 percentile points or more. This metric continued to be the strongest predictor of ISS recommendations and of overall voting results, although less common than in the prior year. Of the 36 S&P 500 companies that received a negative ISS recommendation on say on pay in H1 2026, ▼eight received a “high” concern for RDA (compared to 15 out of 40 companies in H1 2025). The RDA requires a minimum two year period of CEO pay and TSR data; if insufficient data exist for either metric, the RDA screen will be excluded.
• Multiple of Median, or MOM (relative CEO pay to peer group median over one year and three years). This metric considers pay independent of company performance. This metric is calculated by dividing the company’s one year CEO pay by the median pay for the comparison group, dividing the average of the company’s three year CEO pay by the median of the three year average pay for the comparison group and averaging the two results. ISS’s scoring system may trigger a “high” concern if this multiple is 3.00x or higher for S&P 500 companies (3.33x or higher for non S&P 500 companies).
• Pay TSR Alignment, or PTA (absolute alignment of CEO pay and TSR over five years). The third component measures alignment between the long term trend in the CEO’s pay and the company’s shareholder returns. This does not depend on year by year sensitivity of CEO pay to changes in TSR but instead compares the slopes of weighted linear regressions for pay and for shareholder returns over a five year period. A “high” concern may be triggered if the CEO pay trend slope exceeds the TSR trend slope by 45 percentage points or more. One of the S&P 500 companies that received a negative ISS recommendation on say on pay during H1 2026 received a “high” concern for PTA. The PTA requires a minimum four year period of CEO pay and TSR data; if insufficient data exist for either metric, the PTA screen will be excluded.
• Financial Performance Assessment, or FPA (relative alignment of CEO pay and financial performance over five years). The FPA relative measure is applied as a secondary measure after the three primary screens above are calculated. The FPA relative measure compares the percentile ranks of a company’s CEO pay and financial performance across four Economic Value Added (EVA) metrics, relative to an ISS derived comparison group, over the prior five year period. The FPA requires a minimum two year period of CEO pay and EVA data; if insufficient data exist for either metric, the FPA screen will be excluded. The FPA screen generally utilizes four equally weighted EVA based metrics, which are (1) EVA margin; (2) EVA spread; (3) EVA momentum vs. sales, and (4) EVA momentum vs. capital.

The “medium” concern and “high” concern thresholds for non S&P 500 companies are summarized below.

For S&P 500 companies, the MOM “medium” and “high” concern thresholds are slightly lower, likely due to greater investor scrutiny of CEO compensation among large cap companies. The “medium” concern and “high” concern thresholds for S&P 500 companies are summarized below.

Based on the preceding, ISS will assign an initial quantitative score (ISS may deem multiple “medium” concern levels as the equivalent of an overall “high” quantitative concern). ISS then applies the FPA score as a potential modifier. The FPA could modify the initial score (a) if a company has a “medium” concern under any of the three primary measures, (b) if a company has a “low” concern that borders on a “medium” concern threshold under any of the three primary measures, or (c) if a company has only one individual elevated concern (“medium” or “high”) under the three primary measures (e.g., certain “medium” concern companies with poor FPA performance may become “high” concerns).[10]

3. ISS placed slightly greater emphasis on quantitative pay for performance factors in H1 2026, while continuing to focus heavily on qualitative concerns regarding performance goals and incentive compensation design.

In H1 2026, ▼14 companies out of the 36 that received a negative recommendation on their say on pay proposals did so despite attracting only “low” overall concern on the quantitative screen (vs. 19 out of 40 in H1 2025 and 10 out of 34 in H1 2024), reflecting a modest decline from H1 2025 but remaining above H1 2024 levels. ▼Three of these companies received a negative recommendation despite attracting “low” overall concern on both the quantitative and qualitative screens (compared to five in H1 2025 and two in H1 2024). These results appear to suggest that, in issuing a negative recommendation against a company’s say on pay proposal, ISS is placing slightly greater emphasis on its quantitative factors than it did in the prior year.

The impact of the FPA on ISS’s analysis was also mixed this year, with ▼no companies moving from “low” to “medium” concern as a result of the FPA (vs. three companies in H1 2025), and ▼one company moving from “medium” to “high” concern (vs. two companies in H1 2025). Thirty one of the companies receiving a negative recommendation remained at the same level as they had been following the RDA, MOM and PTA tests.

Under ISS’s policies, the qualitative review takes a range of factors into account. These include the following.

• the ratio of performance to time based incentive awards;
• the overall ratio of performance based compensation to fixed or discretionary pay;
• the transparency and clarity of disclosure;
• the complexity of the pay program;
• any risks associated with the pay program design;
• the emphasis of objective and transparent metrics;
• the rigor of performance goals;
• the application of compensation committee discretion;
• the magnitude of pay opportunities;
• the company’s peer group benchmarking practices;
• financial/operational results, both absolute and relative to peers, including clear disclosure in the proxy of any adjustments made for incentive plan purposes;
• special circumstances, such as CEO and executive turnovers or unusual grant practices (e.g., biannual awards, special one time grants);
• recent pay program changes and/or any forward looking commitments;
• realizable and realized pay compared to granted pay; and
• any other factors ISS deems to be relevant.

4. Limited, opaque or undisclosed performance goals remained the most often cited qualitative factor underlying ISS negative recommendations and one off awards resulting in high executive compensation was the second most cited factor.

Based on our review of the narrative in the relevant ISS reports, the inclusion of limited, opaque or undisclosed performance goals was the most frequently cited qualitative factor in H1 2026. ISS specifically cited this concern for ▲27 of the 36 S&P 500 companies receiving negative ISS recommendations on say on pay in H1 2026 (vs. 27 of 40 in H1 2025). The continued significance of this qualitative factor, which has been one of the top two most cited concerns since 2020, is consistent with ISS’s focus on pay for performance alignment in the quantitative assessments.

ISS also demonstrated an increased focus on the granting of one off awards that resulted in high executive compensation, which was the second most frequently cited qualitative factor for H1 2026. Specifically, in H1 2026, ISS cited ▲more than half of the S&P 500 companies receiving negative recommendations (25 out of 36) for providing large recruitment, retention, performance, front loaded or other off cycle awards to executive officers (vs. 22 out of 40 in H1 2025). These results suggest ISS continues to closely scrutinize large one time awards, particularly where such awards contribute to elevated executive compensation or are not supported by a compelling rationale and robust disclosure.

The use of subjective information to determine compensation was also more frequently cited in H1 2026. Of the 36 S&P 500 companies receiving negative ISS recommendations in H1 2026, ▲23 companies were criticized for using subjective criteria to determine compensation (vs. 11 out of 40 in H1 2025). ISS frequently faulted compensation programs relying on committee discretion or subjective assessments without clearly disclosing quantified performance goals, metric weightings or payout opportunities. This increased focus is consistent with ISS’s emphasis on ensuring that incentive compensation programs are based on objective, transparent and readily understandable performance criteria.

The other concerns ISS identified generally fell into the following categories, with most companies receiving more than one of these concerns.

• The use of time based incentive awards rather than performance based incentives. ISS identified this concern at ▲23 of the 36 S&P 500 companies (vs. 11 out of 40 in H1 2025). The failure by ISS to consider time based vesting awards to be a robust measure of performance has been the subject of criticism because time based equity awards can give holders a stake in the performance of the company and align the interests of executives with those of shareholders. However, awards granted subject to performance based conditions are considered to be a matter of good governance by many stakeholders.
• The use of above target payouts. Of the 36 S&P 500 companies receiving negative ISS recommendations in H1 2026, ▲21 companies were described as providing such payouts (vs. 23 out of 40 in H1 2025), which can be suggestive of weak performance standards. However, consistent with last year, in many cases ISS did not specifically criticize the payouts and instead merely noted them as part of its overall assessment of performance based compensation. For example, for ▲12 of the 21 companies identified as having above target payouts that received negative recommendations in H1 2026, ISS also cited performance conditions that were not sufficiently rigorous (vs. 10 of 23 in H1 2025), indicating that other factors may have a larger impact on ISS’s decision to recommend against a company’s say on pay proposal.
• The use of performance conditions not sufficiently rigorous. Of the 36 S&P 500 companies with negative ISS recommendations, ISS identified ▲19 as having performance standards not sufficiently rigorous (vs. 18 of 40 in H1 2025). Beyond the typical concern of using performance goals that are too easy to meet or not sufficiently meaningful, additional critiques involved performance standards permitting guaranteed or above target payouts despite weaker performance, as well as annual incentive goals set below prior year performance without corresponding reductions in payout opportunities.
• Sizeable compensation. ISS cited 17 of the 36 S&P 500 companies as providing outsized compensation through non performance based pay elements, including through large base salaries and time based awards. Eight of these companies were also noted as providing one off awards resulting in high executive compensation, demonstrating an element of overlap.
• Large perquisites. ▲Fifteen of the 36 S&P 500 companies were criticized by ISS for providing excessive perquisites (vs. 16 of 40 in H1 2025). ISS specifically mentioned security services and aircraft use in 13 and eight of these cases, respectively. Consistent with H1 2025, car services were another frequently mentioned perquisite.

D. SEC Proposal to Scale Executive Compensation Disclosure Requirements

1. The SEC proposed significantly scaling back executive compensation disclosure and related shareholder voting requirements for non accelerated filers, which the SEC estimates would comprise approximately 81% of reporting companies.

On May 19, 2026, the SEC proposed significant changes to the public company filer status framework that, among other things, would scale back executive compensation disclosure requirements for many public companies. The proposal would generally classify all reporting companies other than “large accelerated filers” as “non accelerated filers” and extend to those companies the scaled disclosure accommodations currently available to smaller reporting companies and emerging growth companies. The SEC estimates that approximately 81% of reporting companies would qualify as non accelerated filers under the proposed framework.[11]

With respect to executive compensation disclosure, non accelerated filers would be required to provide only two years of Summary Compensation Table information for three, rather than five, named executive officers and would not be required to provide a Compensation Discussion and Analysis (“CD&A”), CEO pay ratio or pay versus performance disclosure. Non accelerated filers would also be permitted to omit numerous of the existing compensation tables, including the Grants of Plan Based Awards, Option Exercises and Stock Vested, Pension Benefits and Nonqualified Deferred Compensation tables. Non accelerated filers would also be exempt from the requirements to hold say on pay, say on pay frequency and golden parachute advisory votes.

If adopted, the proposal would represent a significant reduction in the executive compensation disclosure and related shareholder voting requirements applicable to a substantial majority of U.S. public companies. The proposal remains subject to SEC review and, accordingly, the scope and timing of any final rules remain uncertain.

E. Equity Compensation Plan Voting

1. Average support was 92% among the S&P 500 and 87% among the Russell 3000 in H1 2026, generally consistent with H1 2025.

▼ Down from H1 2025. ▲ Up from H1 2025. = Consistent with H1 2025.

U.S. listed companies generally are required under stock exchange rules to obtain shareholder approval for the plans under which they award equity based compensation to employees, directors or other service providers.[12] Because shareholders generally support the use of equity compensation by public companies as a means to align the interests of employees with those of investors, in most cases these proposals are uncontroversial and pass by a wide margin. The support levels for these proposals usually average around 90%, and this proxy season was no different. In H1 2026, average support for equity compensation plan proposals was ▲92% among the S&P 500 and ▼87% among the Russell 3000 (vs. 90% and 88% in H1 2025).

Since 2015, ISS has applied an “equity scorecard” approach to assessing equity plans. The scorecard method considers factors under three main categories.[13]

• Plan cost. Cost is calculated as the Shareholder Value Transfer relative to industry/market cap peers; this measures the dilutive effect of the new shares requested as well as shares remaining for issuance under existing plans (often called “dilution” or “overhang”) and is calculated both with and without outstanding unvested awards.
• Plan features. Specifically, penalizing lack of minimum vesting periods, broad discretionary vesting authority, liberal share recycling, lack of specific disclosure regarding change in control provisions, and the ability to pay dividends prior to the vesting of the underlying award.
• Grant practices. Specifically, there is a three year “burn rate” relative to market and industry peers, among other factors.

2. Despite an increase in negative ISS recommendations, no plans failed to pass among the S&P 500 (same as H1 2025) and ▲five plans failed among the Russell 3000 (v. two plans in H1 2025).

There was a slight uptick in ISS recommendations against equity plan proposals. ISS recommended against approximately ▲36% of equity plan proposals in the case of Russell 3000 companies in H1 2026 (vs. 32% in H1 2025) but recommended against only ▲24% in the case of S&P 500 companies (vs. 23% in H1 2025). For several of these S&P 500 companies, ISS cited broad discretionary accelerated vesting authority, excessive plan cost, liberal share recycling and incomplete or discretionary change in control vesting treatment among the reasons for its negative recommendation. Despite the negative recommendations, all of the proposals at S&P 500 companies (and all but five proposals at Russell 3000 companies) received majority support.[14]

Although ISS recommendations did not appear to impact pass rates, they continued to have a fairly significant impact on voting results. In H1 2026, the average support level for equity plan proposals at S&P 500 companies was 96% when ISS recommended “for” approval, and ▲78% when ISS recommended “against” (vs. 96% and 72% in H1 2025).

1Unless otherwise noted, the data we discuss in this publication reflect votes at annual meetings of S&P 500 and Russell 3000 companies held during the first half of 2026. The data on say on pay negative recommendations derive from Institutional Shareholder Services Inc. (“ISS”) and, FactSet information and SEC disclosure summarizing the rationale for the negative recommendations issued by ISS. We have supplemented these data with information published by companies and shareholders and our independent research, experience and knowledge.(go back)

2If a company receives less than 70% shareholder support for its say on pay vote, ISS will conduct a qualitative review of the compensation committee’s responsiveness to shareholder opposition at the next annual meeting, which could lead to negative recommendations against the members of the compensation committee.(go back)

3The numbers for the categories sum to more than the total because some companies received “high” concern in more than one category.(go back)

4Glass Lewis’s current executive compensation assessment policy is described in its 2026 Benchmark Policy Guidelines, available at https://resources.glasslewis.com/hubfs/2026%20Guidelines/Benchmark/Benchmark%20Policy%20Guidelines%202026%20-%20United%20States.pdf. Glass Lewis’s executive compensation assessment policy has historically appeared to be less formulaic than ISS’s, though Glass Lewis publicly discloses fewer details on its policy than does ISS. Effective for 2026, Glass Lewis revised its proprietary pay for performance methodology to use a scorecard based approach consisting of five quantitative tests and a qualitative downward modifier, with the results aggregated on a weighted basis into an overall score ranging from 0 to 100. The five quantitative tests assess (i) granted CEO pay versus TSR, (ii) granted CEO pay versus financial performance, (iii) CEO short term incentive payouts versus TSR, (iv) total granted NEO pay versus financial performance and (v) CEO compensation actually paid versus TSR. Glass Lewis has not publicly disclosed how the individual tests are weighted and scored. Glass Lewis continues to evaluate compensation on a case by case basis, taking into account qualitative factors such as the overall incentive structure, the trajectory of the program, disclosed future changes and the operational, economic and business context for the year under review.(go back)

5ISS policies emphasize the importance of clear communication with shareholders on compensation issues, particularly for companies receiving low support for say on pay proposals. See ISS United States Compensation Policies Frequently Asked Questions (Dec. 9, 2025), available at https://www.iss-stoxx.com/file/policy/current/americas/us-compensation-policies-faq.pdf (“When a say on pay proposal receives less than 70% support of votes cast (for and against), ISS will conduct a qualitative review of the compensation committee’s responsiveness . . . tak[ing] into consideration . . . disclosure of details on the breadth of engagement . . . [and] disclosure of specific feedback received from investors on concerns that led them to vote against the proposal.”).(go back)

6ISS’s narrative for Simon Property Group, Inc. identified perceived inadequate responses to low say on pay votes in prior years, including a determination that the compensation committee’s commitments regarding future transaction award sizing and enhanced disclosure were not sufficiently concrete.(go back)

7Technical information and guidance on ISS’s say on pay methodology is available at https://www.iss-stoxx.com/file/policy/current/americas/pay-for-performance-mechanics.pdf?v=2025.12.(go back)

8See ISS Pay for Performance Mechanics, ISS’ Quantitative and Qualitative Approach (Dec. 9, 2025), available at https://www.iss-stoxx.com/file/policy/current/americas/pay-for-performance-mechanics.pdf?v=2025.12.(go back)

9TSR measures how much an investment in the stock would have changed over the relevant period, assuming the reinvestment of dividends.(go back)

10See ISS Pay for Performance Mechanics, ISS’ Quantitative and Qualitative Approach (Dec. 9, 2025), available at https://www.iss-stoxx.com/file/policy/current/americas/pay-for-performance-mechanics.pdf?v=2025.12. ISS updated the thresholds for eligibility for an FPA adjustment in the Relative Degree of Alignment and Multiple of Median (for S&P 500 and non S&P 500 companies) categories, effective beginning February 1, 2026.(go back)

11See Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies, 91 Fed. Reg. 30,086, 30,136 (proposed May 21, 2026), available at https://www.sec.gov/files/rules/proposed/2026/33-11419.pdf.(go back)

12See Section 303A.08 of the NYSE Listed Company Manual; Nasdaq Stock Market Rule 5635.(go back)

13ISS’s current equity plan scorecard approach is described in its United States Equity Compensation Plans Frequently Asked Questions, available at https://www.issgovernance.com/file/policy/active/americas/US-Equity-Compensation-Plans-FAQ.pdf. The passing score is 53 for all models except (i) the S&P 500 model, which has a passing score of 59, (ii) the Russell 3000 model, which has a passing score of 57, and (iii) the non Russell 3000 model, which has a passing score of 55. There were no new changes to passing scores for 2026. Certain egregious equity plan features may result in a negative ISS recommendation, regardless of the “equity scorecard.” These egregious features include, for example, “a liberal [change of control] definition that could result in vesting of awards by any trigger other than a full double trigger.”(go back)

14According to ISS, proposals to adopt or amend omnibus stock plans failed to receive greater than 50% shareholder support at five Russell 3000 issuers, all of which received negative ISS recommendations. These were Quanterix Corporation (just below 29%); Pacira Biosciences, Inc. (just below 44%); Alto Neuroscience, Inc. (47%); CuriosityStream Inc. (just below 49%), and Sidus Space, Inc. (50%).(go back)