REITs Executive Compensation Guide

Board Compensation Excessive board compensation has become a hot button issue with stockholders in recent years. In response to this sentiment, ISS has begun to issue adverse voting recommendations relating to non-employee director compensation. Beginning in the 2020 proxy season, ISS will vote “Against” or “Withhold” for members of the committee responsible for setting director pay if the company’s non-employee director pay is above the top 2-3% of all non-employee directors within the same index and sector. Additionally, largely as a result of the demands of institutional investors and proxy advisory firms, disclosure relating to board compensation is expected to become more robust and more closely mirror executive compensation disclosure, including having more focus on the board’s process for determining director compensation and the rationale for any changes to director compensation programs.

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