ISS and Glass Lewis gear up for 2026: both launch policy surveys, Glass Lewis previews methodology changes 

ISS and Glass Lewis are trying to capture evolving views on the use of performance-based vs service-based equity; shifts in the political and economic climate and regulatory landscape; increased director responsibilities; and DEI risks. Several of the executive pay and pay-related governance questions are influenced by executive orders, Supreme Court decisions, tariffs and the recent SEC roundtable on the future of executive compensation disclosure. See SEC roundtable: SEC lays the groundwork for significant changes to executive pay disclosure for a discussion of the roundtable. 

The Glass Lewis survey is more extensive than the ISS survey but there’s overlap as shown on the following table:

Both proxy advisors seek input on outlier non-executive director pay:

• ISS identifies companies with outlier non-executive director pay by comparing pay levels to those of other companies within the same index and 4-digit GICS industry group. ISS may also review the pay structure to identify problematic pay practices (e.g., performance equity awards, excessive perquisites, or retirement programs). If ISS identifies an outlier or finds problematic pay practices, it provides cautionary language in proxy reports but doesn’t recommend against members of the committee that approves director pay unless there are issues for two consecutive years without a rationale. ISS is seeking input on situations that might warrant an adverse recommendation in the first year (e.g., excessive perks, pay that exceeds executive pay).
• Glass Lewis is seeking input on how respondents evaluate significant (outlier) increases in director fees when the pay program is otherwise aligned with best practices.

Both proxy advisors seek information on company and investor approaches to board diversity, ESG and DEI:

ISS stopped looking at boards’ gender, racial and ethnic diversity when making vote recommendations in director elections in February 2025 but continued to provide data to investors upon request. Given that many investors requested board diversity data, ISS is seeking feedback on, among other things, the following topics:

• How important is it that companies disclose information on board, executive and workforce diversity (including diversity targets) and DEI risk.
• Whether shareholder proposals on DEI topics should be considered case by case or rejected as an unnecessary distraction for companies.
• Which factors are relevant (e.g., gender, race and/or ethnicity, skills and experience, tenure, or other factors).

Glass Lewis is seeking feedback on:

• Whether respondents expect boards to maintain certain levels of diversity in various categories (e.g., age, tenure, gender, race/ethnicity, background, skills and experiences).
• Expectations for proxy disclosures (e.g., percent of racial/ethnic diversity, board’s approach to considering diversity in director nominations, whether the board has a policy requiring women and minorities to be included in the pool of candidates, and skills disclosure).
• How respondents are reacting to growing anti-ESG sentiment (e.g., stepped back from ESG-related initiatives, strengthened and taken a more progressive approach to ESG, or no change).
• If approach was changed, for which issues (environmental, diversity, other social issues).
• For which diversity-related issues should companies provide disclosures (e.g., only what’s required for Form 10-K human capital management disclosure, EEO-1 reporting, expanded non-EEO-1 employee demographic information, disclosure of employee diversity. considerations in sustainability reporting or on websites, company wide diversity-related goals and targets).
• Setting sectoral/operational differences aside, whether investors are taking the same approach to voting and engaging with companies on ESG issues across all markets.

Given independent board chair proposals seldom receive majority support unless there are company-specific factors suggesting the board isn’t exercising sufficient oversight over management, ISS wants to understand when respondents would be comfortable with non-independent chairs (e.g., robust lead director role).

Separately, ISS is revisiting whether to change the current limit for non-employee directors serving on other boards from five to three, four, six, or no limits.

The ISS survey will close on August 22 at 5 pm ET. After considering the responses, ISS will open a public comment period on key proposed changes, typically in late November, and likely issue final policies in December. Updated policies, which may cover topics not included in the survey, will be effective for annual meetings held on or after February 1, 2026.

Glass Lewis launched a survey for the first time last year and may again this year. Its updated policies will likely be effective for annual meetings held on or after January 1, 2026.