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“ISS Announces 2025 Benchmark Voting Policy Updates and Executive Compensation Guidelines FAQ”

**ISS Announces 2025 Benchmark Voting Policy Updates and Executive Compensation Guidelines FAQ**

Institutional Shareholder Services (ISS), a leading provider of corporate governance and responsible investment solutions, has announced its 2025 Benchmark Voting Policy Updates and released an accompanying FAQ document on executive compensation guidelines. These updates, which are part of ISS’s annual policy review process, aim to address evolving market trends, regulatory developments, and shareholder expectations. The changes are set to take effect for shareholder meetings held on or after February 1, 2025. Below, we provide an overview of the key updates and insights from the executive compensation FAQ.

### **Key Highlights of the 2025 Benchmark Voting Policy Updates**

ISS’s benchmark voting policies serve as a framework for institutional investors to evaluate corporate governance practices and make informed voting decisions. The 2025 updates reflect ISS’s commitment to promoting transparency, accountability, and long-term value creation. Here are the most notable changes:

#### 1. **Enhanced Focus on Climate Accountability**
ISS has expanded its policies on climate-related governance, reflecting the growing importance of environmental, social, and governance (ESG) factors. Companies in high-emission industries will face increased scrutiny regarding their climate transition plans and disclosures. ISS may recommend voting against directors, particularly those on sustainability or risk committees, if companies fail to demonstrate meaningful progress toward climate-related goals.

#### 2. **Board Diversity and Inclusion**
ISS has strengthened its stance on board diversity. Starting in 2025, ISS will recommend voting against the nominating committee chair at companies in major markets that fail to meet minimum diversity thresholds. This includes gender, racial, and ethnic diversity, as well as broader considerations such as skills and experience relevant to the company’s strategy.

#### 3. **Overboarding Policy Adjustments**
ISS has updated its overboarding policy to reflect concerns about directors’ ability to effectively fulfill their responsibilities when serving on multiple boards. The new policy reduces the maximum number of public company boards a director can serve on before being considered “overboarded.” For non-executive directors, the limit will drop from five to four boards, while for CEOs, the limit will remain at two boards (including their own).

#### 4. **Executive Compensation and Pay-for-Performance Alignment**
ISS has refined its approach to evaluating executive compensation, with a stronger emphasis on pay-for-performance alignment. Companies with significant misalignment between CEO pay and company performance may face negative recommendations on say-on-pay proposals or compensation committee members.

#### 5. **Shareholder Rights and Governance Practices**
ISS has updated its policies on shareholder rights, including the adoption of poison pills, dual-class share structures, and other anti-takeover measures. Companies that fail to provide adequate justification for such practices may face increased opposition from shareholders.

### **Executive Compensation Guidelines FAQ: Key Takeaways**

In conjunction with the 2025 policy updates, ISS has released a detailed FAQ document addressing its executive compensation guidelines. This document provides clarity on how ISS