What ISS and Glass Lewis Are Grading — and Where Last Year's Proxy Failed
ISS and Glass Lewis evaluate CD&A narratives on the directness and specificity of the pay-for-performance link. Narratives that describe compensation program design in detail but don't show how specific performance outcomes drove specific pay decisions are the ones that generate 'insufficient linkage' findings. A 28% against vote on say-on-pay is a material governance signal — institutional shareholders are following the proxy advisor recommendation, and the company's engagement on compensation is now part of the record. The following year's proxy needs to do more than add a few explanatory paragraphs; it needs to change the structure of the narrative.
How the Agent Populates Tables and Rebuilds the CD&A
An AI Labor Company agent connects to your HR data systems and populates all SEC-required executive compensation tables in Workiva — SCT, grants of plan-based awards, outstanding equity, option exercises, pension benefits, and nonqualified deferred compensation — from source data rather than manual entry. It then drafts a CD&A narrative structured to address the specific ISS and Glass Lewis concerns raised in prior-year reports, framing the compensation committee's decisions around quantified performance outcomes. Before the audit committee review date, it produces a technical accuracy checklist that cross-references the tables against the narrative for consistency. These deployments are typically live within eight weeks, with production cycles compressing 60–80%.
What Recovering Those Votes Is Actually Worth
Improving say-on-pay support from 72% to a range that reflects genuine institutional confidence isn't just a governance metric — it affects the company's relationship with large institutional shareholders, its proxy season engagement workload, and its exposure to activist pressure. Institutional investors that repeatedly vote against say-on-pay do escalate to withhold votes against compensation committee members. An agent that produces a more defensible CD&A in less time also frees the in-house compensation counsel to spend proxy season on governance dialogue rather than document production — which is where the relationship work that moves institutional votes actually happens.
Can the agent address specific language from our prior ISS or Glass Lewis report in the CD&A?
Yes. The agent takes the prior-year proxy advisor reports as inputs and drafts the CD&A to respond directly to the specific concerns raised — whether that's disclosure of performance targets, the link between metric selection and strategy, or the rigor of the committee's discretion narrative.
What happens when source HR data has errors or inconsistencies?
The agent flags inconsistencies in the source data before populating the tables, so your team can resolve them before the draft goes to audit committee. This is also captured in the technical accuracy checklist.