Key takeaways

• As U.S. public companies and their compensation committees assess their 2017 compensation programs and prepare their proxies, there are several key matters to consider.
• Institutional Shareholder Services (ISS) has released its updated FAQs regarding U.S. public companies’ executive compensation practices for 2017, including a new “relative pay and financial performance assessment” for Russell 3000E Index companies, an updated list of “problematic pay practices,” and commentary on its voting positions, among other updates.
• Key areas to pay attention to this year include the need for many issuers to hold a say-on-pay frequency vote, considerations related to non employee director compensation approvals, review of confidentiality and non-disparagement clauses, upcoming SEC requirements (including CEO pay ratio disclosure) and the impact of changes to the regulatory environment under the new Trump Administration.