Overview
- The updated ISS benchmark policies apply to meetings on or after February 1, 2026, with no changes to director overboarding limits for 2026.
- ISS will recommend against directors at companies with any multi-class structure that grants unequal voting rights, treating superior rights in common and preferred shares consistently with limited carve-outs.
- Scrutiny of non-employee director compensation expands to cover consecutive or non-consecutive patterns of excessive or otherwise problematic pay, with the possibility of an immediate adverse recommendation for particularly egregious cases.
- The quantitative pay-for-performance horizon extends from three to five years, with qualitative credit for long-term time-based vesting, and ISS introduces more discretion on say-on-pay responsiveness where companies disclose meaningful but unsuccessful engagement under recent SEC 13G/13D guidance.
- Equity plan evaluations add a scored factor for cash-denominated award limits for directors and a new overriding negative for weak plan features, while environmental and social proposals move to fully case-by-case assessments focused on substantive shareholder interests.