Recently, Institutional Shareholder Services (“ISS”) released updates to its voting policies for 2025, including new and updated responses to its Compensation Policies FAQs and new Value-Adjusted Burn Rate Benchmarks (based on company size and industry) in its Equity Compensation Plans FAQs. These updates follow the off-cycle update that ISS announced for its Compensation Policies

David B. Teigman
David Teigman is a partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group. David focuses his practice on executive compensation and benefit matters, principally in connection with mergers and acquisitions, securities offerings and senior executive employment relationships.
David regularly counsels public and private companies on compensatory and benefit arrangements, such as equity-based incentives, cash-based incentives and employment, change-in-control, retention, separation and consulting agreements. He also advises on corporate governance, tax law and securities law related to employment matters.
A frequent author, David has published the following articles:
- “Share Reserve and Other Limits in Public Company Equity Plans” (Practical Law)
- “Roadmap to Providing Appropriate Incentives to Employees When Your Company is Going to be Sold” (The M&A Lawyer)
- “Taxation of an Option Exercise When the Shares are Subject to a Substantial Risk of Forfeiture” (Practical Law)
David is often called upon by leading industry publications, including Agenda/Financial Times, Law360, Financier Worldwide and Modern Healthcare, for his perspective on executive compensation and benefit issues.
David has been recognized and ranked by various directories. Most recently, Chambers and Partners included the following comments in David’s ranking: “He has fantastic technical skills and an ability to explain things in a way that makes them comprehensible and easily digestible.” “He is very knowledgeable in the executive compensation space and does a good job representing clients.”
David received his J.D., cum laude, from the University of Buffalo, where he was the Editor-in-Chief of the Buffalo Law Review and the Executive Editor of the Public Interest Law Journal, and his B.S. from Cornell University.
IRS Creates Standardized Form for Section 83(b) Elections
Earlier this month, the Internal Revenue Service (“IRS”) released Form 15620, which is an approved IRS form for making Internal Revenue Code (“Code”) Section 83(b) elections. By way of background, Code Section 83(b) provides taxpayers with the ability to include the fair market value of nonvested property over the amount (if any) paid for…
ISS Issues October 2024 Update to its Executive Compensation Policies FAQs
In October, Institutional Shareholder Services (“ISS”) released an off-cycle update to its Executive Compensation Policies Frequently Asked Questions (the “FAQs”), which are available at this link: US-Compensation-Policies-FAQ.pdf (the new questions are highlighted in yellow). As described in more detail below, the updates to the FAQs address ISS’s criteria for recognizing “robust” clawback policies and realizable…
Interaction between COBRA and Medicare in C-Suite Executive Severance and Retirement Arrangements
Both companies and their C-suite executives should be mindful of the interactions between COBRA and Medicare and their implications when negotiating a severance or retirement arrangement. This is because Medicare enrollment can terminate COBRA coverage, depending on the timing of when an executive elects COBRA and when they enroll in Medicare, and because an executive…