New ISS Updates Focus on Comp, Individual Board Members—Agenda
November 3, 2023
More scrutiny on pay packages for non-CEO executives: ISS last week unveiled changes to its scoring system—Governance QualityScore—used to assess companies for institutional investor clients. What are the implications for boards as they contemplate executive compensation decisions? In this Agenda article, Farient ESG Leader (and a former ISS vice president) Brian Bueno delves into the compensation side of the scoring system changes and what they mean for directors. Brian specifically highlights two new compensation-related updates pertaining to non-CEO executives—one asks for the multiple of pay in change-in-control or severance payments and the other for the basis of change-in-control or severance payments made. “This points to a bit more scrutiny on pay packages for other named executive officers below the CEO level,” says Brian. Ultimately, boards will need to contemplate how much they want to risk low say-on-pay votes if they offer high awards to those below the CEO level.
About Brian Bueno
ESG Practice Leader, Farient Advisors/GECN Group, New York
Brian Bueno is the ESG Leader at Farient Advisors. In this role, Brian guides the firm’s strategy, research, and analysis on environmental, social, and corporate governance (ESG) matters. Brian focuses on the ESG landscape and its intersection with executive compensation and incentives in order to assist clients in understanding stakeholder considerations and developing and implementing appropriate programs that help create stakeholder value.
Prior to re-joining Farient in 2022, Brian was vice president and product manager at Institutional Shareholder Services (ISS), a leading proxy advisory firm, where he led the development of solutions that assist institutional investors evaluate executive compensation and related areas at their portfolio companies across global markets. Additionally, at ISS’s Corporate Solutions arm, Brian led the creation and management of product platforms that allow companies to benchmark themselves across executive compensation and ESG topics.
Prior to joining ISS in 2015, Brian worked at Farient where he managed the development and delivery of Farient’s Performance Alignment Reports and associated research, including analyses on executive pay definitions and financial performance metrics and their link to shareholder value. At Farient, Brian also worked with clients across various industries, including energy, industrials, banking, and insurance. And before Farient, Brian held a market research role involved in identifying opportunities and risks in particular industries and communicating findings to clients and media.
Brian holds a BS from the University of Southern California’s (USC) Marshall School of Business with a triple concentration in finance, marketing, and entrepreneurship.