ISS Targets Compensation in Updated Policies | Farient Briefings
December 2, 2025
ISS Targets Compensation in Updated Policies
ISS is shaking up executive compensation policies for 2026.
Among the pending changes are longer-term pay-for-performance tests, new equity plan criteria, and faster action on director pay the proxy advisor views as too high. ISS published final details at the end of November.
Companies and their boards should be familiar with the new standards and prepare for what could possibly be a fresh wave of investor expectations. Farient provides a detailed look and recommendations on how boards can prepare.
A Shot Heard ‘Round Boardroom Tables
Securities and Exchange Commission Chair Paul Atkins dropped a “bombshell” during an October 9th speech at Delaware’s Weinberg Center for Corporate Governance.
In essence, Atkins said he would endorse actions that would effectively eliminate up to 98% of shareholder proposals in the 2026 proxy season. Further, the SEC’s Division of Corporation Finance said it would discontinue offering “no-action” decisions.
Why It Matters:
The suspension of the no-action process is part of a broader shift to limit shareholder rights, according to the Shareholder Rights Group. While a speech “does not constitute a change in law… the SEC has clearly signaled its intent to operationalize Atkins’s theory,” the lawyers write in a post on the group’s website. New litigation and shareholder engagement risks would likely result from the prospective changes, the group warns.
In the News
As Layoffs Spike, Boards Have a New Job To Do—Agenda
Farient CEO Robin A. Ferracone responds to questions from Agenda on workforce cuts. “Boards generally prefer to eliminate jobs in one fell swoop, or at least in chunks, rather than ‘death by 1,000 cuts,’” she says.
As U.S. companies push past one million layoffs this year, directors are being asked to make sharper, faster calls on workforce strategy. Agenda‘s reporting shows why these decisions are no longer just about trimming headcount—they’re about protecting long-term capability, culture, and credibility.
Read moreWhere to Find Us
Celebrating Excellence in Board Leadership
Farient CEO Robin A. Ferracone and COO R.J. Bannister will be among this year’s honorees in recognition of their outstanding leadership in executive compensation, talent management, and corporate governance.
Cipriani
25 Broadway, New York, NY 10004
December 11, 2025
6-10 p.m.
For additional information on any of these items, please email info@farient.com.
Understanding Climate Incentives
Exclusive: Around the globe, the heat is on to combat climate change while some political regimes denounce the veracity between greenhouse gas emissions and a warming planet. Nevertheless, large corporations are reporting Scope 1, Scope 2, and, increasingly, Scope 3 greenhouse gas emissions and linking reductions to executive compensation, according to Farient Advisors’ newly published 2025 Global Trends in Stakeholder Incentives: Climate Strategies and Incentives for Corporate Sustainability.
Learn more about how the world’s largest companies are setting and achieving climate goals by linking climate measures to executive incentives by sector and geography.
About Farient Advisors
Farient Advisors LLC, a GECN Group Company, is an independent premier executive compensation, performance, and corporate governance consultancy. Farient provides a full array of services linking business and talent strategy to compensation through a tailored, analytically rigorous, and collaborative approach. Farient has locations in Los Angeles, Newport Beach, New York, Louisville, and London and works with clients globally through its partnership in the Global Governance and Executive Compensation (GECN) Group. Farient is a certified diverse company and is recognized by the Women’s Business Enterprise National Council.
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