Executive compensation attorney time tracking: ISS Say-on-Pay recommendation response advisory, Glass Lewis executive compensation review advisory, and SEC CD&A comment letter response advisory

ISS Say-on-Pay recommendation response advisory: calls on ISS's proxy recommendation publication schedule

Institutional Shareholder Services is the largest proxy advisory firm, serving institutional investors that collectively hold a majority of U.S. public company shares, and ISS publishes proxy voting recommendations — including Say-on-Pay recommendations under Exchange Act § 14A, 15 U.S.C. § 78n-1, enacted by the Dodd-Frank Wall Street Reform and Consumer Protection Act — on its own publication schedule. ISS publishes proxy reports on a rolling basis throughout the proxy season (typically February–June for calendar-year companies), with each company's report published 15–25 days before its annual meeting date on ISS's analytical timeline — a schedule determined by ISS's research staff's workload, not by any deadline the company's counsel controls. When ISS publishes a negative Say-on-Pay recommendation — recommending that institutional shareholders vote AGAINST the company's executive compensation program under the ISS Proxy Voting Guidelines — executive compensation counsel must immediately advise the compensation committee on the recommendation's analytical basis, investor outreach strategy, proxy supplement filing timing under Exchange Act Rule 14a-6(b), 17 C.F.R. § 240.14a-6(b), and direct investor engagement consistent with SEC Regulation FD, 17 C.F.R. § 243.100. ISS's preliminary analysis engagement process — in which ISS invites issuers to respond to its preliminary analysis of the compensation program before the final recommendation is published — generates advisory calls on ISS's preliminary engagement schedule (typically 30–45 days before the annual meeting), before the publication of the final negative recommendation and before counsel could have predicted that a negative recommendation was forthcoming. For companies with compensation programs that received a negative ISS recommendation in the prior year, the ISS monitoring process generates additional advisory calls throughout the year as ISS's governance monitoring platform tracks compensation-related governance developments that may affect the following year's recommendation.

Four ISS Say-on-Pay advisory call types that arrive on ISS's proxy recommendation publication schedule: (1) ISS preliminary analysis engagement advisory call — arrives when ISS invites the issuer to engage with ISS's research staff to discuss the company's executive compensation program before ISS publishes its final recommendation, including advisory on what information to present, how to address ISS's pay-for-performance quantitative screen results, and what governance changes ISS may expect to see reflected in the proxy statement (30–40 min) — on ISS's preliminary engagement schedule, typically 30–45 days before the annual meeting; (2) ISS negative Say-on-Pay recommendation response strategy advisory call — arrives when ISS publishes its final proxy report with a negative Say-on-Pay recommendation, and counsel must advise the compensation committee on the recommendation's analytical basis (ISS's pay-for-performance quantitative screen results, CEO pay ratio disclosure concerns, problematic pay practices identified by ISS), the urgency of investor outreach, and the cost-benefit of a proxy supplement filing (35–45 min) — on ISS's publication schedule; (3) proxy supplement preparation advisory call — arrives when counsel determines that a proxy supplement under Rule 14a-6(b) is warranted to address ISS's specific analytical concerns, including advisory on which ISS concerns can be addressed by supplemental disclosure versus which require compensation committee action in the current year versus which require deferred compensation governance improvements (28–38 min); (4) compensation committee shareholder outreach advisory call — arrives when the compensation committee initiates direct investor engagement with major institutional holders in response to ISS's negative recommendation, and counsel must advise on what to communicate, how to comply with Regulation FD selective disclosure prohibitions, and how to document the outreach for next year's proxy statement's shareholder engagement disclosure (30–40 min). At 55% untracked: 6 clients × 4 calls × 38 min × 55% = 502.8 min / 60 = 8.38 hours ≈ 8.4 hours = $3,780–$5,670/year at $450–$675/hr.

Glass Lewis executive compensation review advisory: calls on the Glass Lewis report schedule

Glass, Lewis & Co. is the second-largest proxy advisory firm and publishes its own proxy research reports on an independent publication schedule separate from ISS's — meaning a public company's compensation committee receives advisory calls on two independent proxy advisory publication timelines simultaneously during the compressed pre-annual-meeting window. Glass Lewis evaluates executive compensation programs under its own pay-for-performance methodology, which differs from ISS's quantitative screens in important respects: Glass Lewis weights financial performance metrics more heavily, applies a different peer group methodology, and evaluates CEO pay ratio disclosure under Exchange Act § 953(b) under a distinct analytical framework. When Glass Lewis publishes a negative executive compensation recommendation — or when Glass Lewis's report raises concerns about golden parachute arrangements under § 280G of the Internal Revenue Code and § 4999 excise tax gross-up provisions, outstanding equity award vesting acceleration, or change-in-control severance ratios — executive compensation counsel must advise the compensation committee on a Glass Lewis-specific response strategy that may differ substantially from the ISS response strategy. Glass Lewis conducts an issuer engagement process through its issuer portal, inviting companies to review draft elements of their Glass Lewis proxy report before final publication — generating advisory calls on Glass Lewis's engagement schedule before the final report publication. For companies subject to a Glass Lewis focus list designation or a Glass Lewis-specific governance concern flag (such as Glass Lewis's Shareholder Rights provisions requiring a shareholder vote on equity plan reapproval), the Glass Lewis advisory call cycle extends beyond the proxy season into the ongoing compensation governance advisory calendar.

Three Glass Lewis executive compensation review advisory call types that arrive on the Glass Lewis report schedule: (1) Glass Lewis executive compensation analysis advisory call — arrives when Glass Lewis publishes its proxy report and the compensation committee must evaluate Glass Lewis's pay-for-performance alignment analysis under its own quantitative methodology, Glass Lewis's assessment of the CEO pay ratio disclosure relative to Glass Lewis's CEO pay ratio policy, and Glass Lewis's evaluation of any problematic pay practices including excise tax gross-ups under § 4999, extraordinary one-time awards, or single-trigger acceleration provisions (35–45 min) — on Glass Lewis's publication schedule, typically 10–20 days before the annual meeting; (2) Glass Lewis issuer engagement advisory call — arrives when Glass Lewis's engagement process invites the issuer to respond to specific Glass Lewis analytical concerns through the Glass Lewis issuer portal before the final proxy report is distributed to Glass Lewis's institutional investor clients (30–40 min) — on Glass Lewis's pre-publication engagement timeline, typically 4–6 weeks before the annual meeting; (3) Glass Lewis-specific proxy supplement advisory call — arrives when counsel determines that Glass Lewis's specific analytical methodology — including Glass Lewis's pay-for-performance calibration metrics, peer group selection criteria, or Glass Lewis's assessment of outstanding equity award treatment under the company's equity incentive plan — requires a targeted proxy supplement response addressing concerns that are distinct from the ISS proxy supplement (30–40 min). At 55% untracked: 5 clients × 3 calls × 35 min × 55% = 288.75 min / 60 = 4.81 hours ≈ 4.8 hours = $2,160–$3,240/year at $450–$675/hr.

SEC CD&A comment letter response advisory: calls on the SEC Staff review schedule

The SEC Division of Corporation Finance reviews executive compensation disclosures in annual proxy statements (Form DEF 14A) and annual reports (Form 10-K) under its selective filing review program, which targets companies with compensation disclosure deficiencies identified during the Staff's screening process. The Staff issues comment letters on CD&A disclosures when it identifies potential deficiencies in the compensation narrative under Item 402(b) of Regulation S-K, 17 C.F.R. § 229.402(b) — including inadequate description of how performance metrics were selected, missing total compensation reconciliation for named executive officers (NEOs), incomplete description of how performance targets were established relative to prior-year targets, or insufficient disclosure of the compensation committee's benchmarking process. Comment letters are issued on the SEC Staff's review schedule — typically 30–90 days after the proxy or 10-K filing — at a time determined by the Staff's review calendar, not by any deadline the company's counsel controls. When the SEC Staff issues a CD&A comment letter, executive compensation counsel must advise the compensation committee on the response strategy, prepare the formal written comment letter response, assess whether the response requires an amendment to the proxy (DEF 14A) or 10-K filing, and consider what prospective disclosure improvements are needed for the following year's proxy. Follow-up comment letters — issued when the Staff finds the initial response incomplete — arrive on the Staff's follow-up review schedule, generating additional advisory calls outside the counsel's billing schedule. For companies receiving a CD&A comment letter in the same year as a negative ISS or Glass Lewis recommendation, counsel faces advisory calls on three independent external timelines — ISS's publication schedule, Glass Lewis's publication schedule, and the SEC Staff's comment letter review calendar — simultaneously during the proxy season.

Five SEC CD&A comment letter response advisory call types that arrive on the SEC Staff review schedule: (1) initial comment letter receipt and response strategy advisory call — arrives when the SEC Staff issues a comment letter on the CD&A disclosures in the company's proxy or 10-K filing, covering the specific item 402 deficiencies identified, the response timeline options under the Staff's standard 10-business-day response deadline, and the strategic considerations for the written response (30–40 min) — on the SEC Staff's review calendar, typically 30–90 days after the proxy filing; (2) CD&A disclosure improvement advisory call — arrives when the comment response strategy requires specific improvements to the company's CD&A narrative under Item 402(b), including advice on how to articulate the compensation committee's performance target-setting process, how to describe the relationship between NEO compensation and corporate performance, and what benchmarking disclosure is required (28–38 min); (3) golden parachute disclosure amendment advisory call — arrives when the SEC Staff's comment letter identifies deficiencies in the golden parachute compensation disclosure under Item 402(t) of Regulation S-K, including incomplete disclosure of § 280G excise tax gross-up arrangements or missing disclosure of single-trigger versus double-trigger acceleration provisions under the company's change-in-control agreements (25–35 min); (4) follow-up comment response advisory call — arrives when the SEC Staff issues a follow-up comment letter finding the initial response incomplete, requiring supplemental explanation of the compensation committee's analytical process or additional quantitative disclosure (28–38 min) — on the Staff's follow-up review schedule; (5) comment letter resolution and prospective proxy improvement advisory call — arrives when the SEC Staff closes the comment letter review and counsel advises the compensation committee on what prospective disclosure improvements are needed for the following year's proxy statement to avoid a recurrence of SEC comment letter review (25–35 min). At 55% untracked: 3 clients × 5 calls × 32 min × 55% = 264 min / 60 = 4.40 hours ≈ 4.4 hours = $1,980–$2,970/year at $450–$675/hr.

How ClaimHour fits executive compensation practice

If you advise compensation committees on ISS Say-on-Pay recommendation responses with ISS preliminary analysis engagement calls and negative recommendation response strategy calls arriving on ISS's publication schedule 15–25 days before the annual meeting, manage Glass Lewis executive compensation review responses with Glass Lewis issuer engagement calls and Glass Lewis-specific proxy supplement advisory calls arriving on Glass Lewis's independent publication timeline, and respond to SEC CD&A comment letters with initial response strategy advisory calls and follow-up comment response advisory calls arriving on the SEC Staff's review calendar 30–90 days after the proxy filing — and your invoices consistently understate the ISS proxy supplement preparation calls that arrive in the compressed 15-day pre-annual-meeting window, the Glass Lewis pay-for-performance calibration advisory calls that arrive on Glass Lewis's independent schedule, and the SEC CD&A golden parachute disclosure amendment advisory calls that arrive on the Staff's follow-up review timeline — ClaimHour was built for that gap.

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Further reading

• Securities offerings attorney time tracking — SEC registration advisory calls covering Form S-1 and Form S-8 equity plan registration; relevant for executive compensation counsel advising on new equity incentive plan shareholder approval concurrent with the proxy Say-on-Pay advisory cycle
• Corporate attorney time tracking — board meeting advisory, annual meeting preparation, and corporate governance advisory billing gaps for corporate counsel whose general governance advisory work overlaps with the proxy season compensation advisory cycle
• Securities fraud civil defense attorney time tracking — SEC parallel enforcement billing gaps and PSLRA discovery stay advisory; relevant for executive compensation counsel advising on § 162(m) deductibility disputes or § 304 clawback enforcement actions that generate SEC enforcement advisory calls alongside the proxy advisory cycle
• Tax attorney time tracking — IRS audit advisory and tax controversy advisory billing gaps; relevant for executive compensation counsel advising on § 280G golden parachute excise tax gross-up provisions and § 409A deferred compensation compliance, which generate IRS audit advisory calls on IRS examination schedules independent of the proxy advisory cycle
• Employment class action attorney time tracking — wage and hour collective action advisory, EEOC administrative charge response, and pay equity audit advisory billing gaps; relevant for executive compensation counsel advising on the intersection of CEO pay ratio disclosure under § 953(b) and pay equity class action risk assessment advisory
• Securities litigation attorney fee petition mechanics — long-form companion covering how proxy advisory firm publication schedules and SEC comment letter review calendars generate systematic untracked billing gaps for counsel advising compensation committees during the proxy season; full lodestar arithmetic methodology applicable to executive compensation advisory billing documentation