2025 ISS Policy Survey: Key Takeaways for Public Companies
2025 ISS Benchmark Policy Survey – Initial Findings Institutional Shareholder Services (“ISS”), the global proxy advisor, recently released the results of its 2025 Global Benchmark Policy Survey. Zayla reviewed the results and has summarized key observations that may be meaningful for our clients going forward. If you have questions on any of the updates, please don’t […]
2026 Proxy Policy Pulse: A Glance at Glass Lewis Changes
Glass Lewis Pay-For-Performance Overhaul Glass Lewis has announced a significant overhaul of its Pay-for-Performance (P4P) model, set to take effect for shareholder meetings beginning in 2026. First disclosed in early summer 2025, these changes mark a substantial shift in how executive compensation alignment is evaluated. In anticipation of the new framework, Zayla has prepared a […]
Long-Term Incentive Plans in Private Companies
Long-term incentives (LTI) use within private companies continues to grow in prevalence. According to WorldatWork, the prevalence of LTIs in private companies increased from 35% in 2007 to 62% in 2019. This increase in prevalence makes sense given the paralleled trend we’ve observed in public company disclosures which noted an increase in LTI award values […]
How to Design Effective Annual Incentive Plans
At Zayla, we believe variable pay programs are essential tools for aligning a portion of employee compensation with organizational and individual performance. When thoughtfully structured, they help to motivate employees, drive business results, and retain top talent by linking pay to near-term performance outcomes. This is why understanding the key components and market best practices […]
Navigating Tariffs, Economic Uncertainty, and Market Volatility in 2025
Avoiding Compensation Whiplash in 2025 In today’s volatile market, businesses are grappling with unprecedented challenges that are affecting businesses at nearly every level – including one of the largest company investments and expenses: compensation. From tariffs and geopolitical risks to labor market shifts, inflation, and stock market volatility, companies are experiencing what can be termed […]
2023 Energy Company First Filers Analysis
It was a great year!
Incentive Plan Decision Making
While Pay versus performance disclosures will headline most executive pay stories, the real cruxt of the matter is designing pay + performance programs. Many public, private and not for profit company boards and management are asking how to set pay for stretch and who should design the incentive plan mechanics. We provide simple guiding principles. […]
SEC’s Pay Versus Performance – 2023 Early Impressions
SEC’s Pay Versus Performance – 2023 Early Impressions As we head into March and the start of proxy season, the SEC’s newly required Pay Versus Performance disclosures are front of mind for many that deal with compensation and corporate governance. The Commission just recently released some *timely* clarifications on their rules, called Compliance & Disclosure […]
SEC Executive Compensation Clawback Rules
SEC Compensation Clawback Rules It took 12 years post Dodd Frank and a 3-2 political party divided vote, but the SEC has finally adopted new clawback rules. Here is an early summary, and for those who love the details, see the full release below. Full Rules Release Summary: Recovery of Erroneous and Excessive Executive Compensation […]
The Times, They are a Changin’ for Compensation Committees
Sitting on a board is no picnic. The primary responsibility for board members has evolved from its focus as a shareholder fiduciary over the last few years. In addition to this role, public, private and nonprofit boards must now also share the company’s responsibility to be a good community partner through environmental, social and governance […]