ISS announces its most consequential U.S. compensation updates since the advent of say on pay

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis have published their final policy updates for 2026. ISS’s updates include substantial changes to its U.S. compensation policies—perhaps the most sweeping set of updates since the onset of say on pay 15 years ago.

Following is a summary of these changes, which are consistent with the draft policies that ISS published in October. We also provide our perspective on how these updates may inform compensation committees’ decision-making in 2026 and beyond.

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In Canada, the only compensation-related policy updates from ISS are related to equity plan proposals: one update clarified that plans must require shareholder approval for repricings; the other update is that plans must state that deferred share units to directors may only be granted in lieu of cash fees, and on a value-for-value basis.

Outside the sphere of compensation, the most notable ISS update affecting North American companies is that ISS is moving to a case-by-case approach on environmental and social shareholder proposals, with a new emphasis on “whether the proposal addresses substantive matters that may impact shareholders’ interests.”

ISS typically publishes FAQ documents between mid-December and mid-January with additional detail on its policy updates and other more minor changes affecting its evaluations.

Glass Lewis has also published its policy updates for 2026. Its new benchmark voting policies do not contain any significant compensation-related updates for North American markets, but it previously made some major announcements: It is overhauling its pay-for-performance screening methodology for 2026, and it will no longer publish its benchmark vote recommendations starting in 2027.

We will continue to keep readers apprised of updates and additional guidance from the proxy advisors. Contact your WTW team with any questions or to discuss the potential implications of these policy updates for your company.