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-- An attorney subscriber
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107 Matching News Items |
| 1. |
2020 Meridian Corporate Governance and Incentive Design Survey
Meridian Compensation Partners, LLC 
Oct. 4, 2020
"The most prevalent performance metrics [for annual incentive plans] continue to be Operating Income, Revenue, Cash Flow and Earnings per Share (EPS).... 17% of the Meridian 200 include ESG metrics as a weighted corporate performance metric in their annual incentive plans ... 97% of Meridian 200 companies grant performance-based vehicles as part of their long-term incentive plans[.]"
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| 2. |
Ten Myths of Executive Compensation
Meridian Compensation Partners, LLC
Mar. 24, 2015
"[1] The board and CEO cannot be supportive partners in designing compensation plans.... [2] More pay results in better performance.... [3] We cannot afford to hire or recruit that executive.... [4] We should constantly adjust our compensation plans.... [5] Our compensation plan should look like that of our peers.... [6] Disclosing executive compensation always will backfire.... [7] There is nobody like us, so comparisons don't work.... [8] It is too difficult to set reliable, measurable long-term goals.... [9] Employment agreements are restrictive and will tie our hands.... [10] Compensation is the only reward that matters."
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| 3. |
Managing Compensation Complexity
Meridian Compensation Partners, LLC
Nov. 29, 2020
"The confluence of enhanced market uncertainty in an election year with the global economic chaos wrought by the COVID-19 pandemic is forcing corporate boards to confront challenging questions about the treatment of outstanding incentive compensation arrangements. Perhaps more importantly, it might also encourage boards to rethink the structure of their long-term incentive programs going forward."
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| 4. |
Setting CEO Compensation (PDF)
Meridian Compensation Partners, LLC
Sept. 24, 2012
"Committees must evaluate several factors when making decisions on CEO compensation.... (1) Company Performance ... (2) Individual Performance ... (3) Alignment with Pay Decisions for Other Executives ... (4) Market Data and Expected Trends ... (5) External Messaging ... [and] (6) Internal Messaging."
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| 5. |
Very Stable Equity Incentive Plan Run Rates and Slight Decrease in Total Overhang at Most Large U.S. Companies
Meridian Compensation Partners, LLC
Jan. 9, 2020
"According to a recent study of annual 'run rate' and 'overhang' levels among Fortune 100 companies by Meridian Compensation Partners, LLC, the annual and three-year average run rates (or share usage) for Fortune 100 companies have remained constant at 0.7%-0.8%. The median existing and total overhang at these organizations has declined slightly since 2017."
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| 6. |
Key Compensation Issues in Preparing for an IPO or SPAC Merger
Meridian Compensation Partners, LLC
July 22, 2021
"[It] is often the case that SPAC target companies do not have mature and fully market-competitive compensation structures. They depend on the SPAC to establish processes to prepare for a public company compensation structure, often an enormous challenge for young companies to achieve in the span of just a few months. The primary area of focus is often the company's equity grants in connection with the transaction and beyond, as further detailed later in this article."
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| 7. |
Top Issues on Compensation Committee Agendas
Meridian Compensation Partners, LLC
May 6, 2021
"[1] How has the role of the compensation committee expanded? [2] What factors are involved in tying compensation to ESG goals? [3] How have 2021 say-on-pay vote results and 2020 compensation disclosures impacted decision-making?"
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| 8. |
Preventive Care for Executive Compensation Programs
Meridian Compensation Partners, LLC
June 4, 2018
"The compensation committee should consider conducting a review of market data on program design. Doing so would inform committee members about competitive practices and how the design of the current incentive compensation programs compares to others in the market. Where variances exist between the company's approach and majority market practice, the committee should be comfortable with discussing the reasons for such variances."
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| 9. |
Should Compensation Committees Seek CEO Input When Deciding CEO Pay?
Meridian Compensation Partners, LLC
Apr. 9, 2018
"[T]he CEO's perspective can be useful ... The CEO should not be present when the compensation committee is making decisions about his or her compensation.... Prior to receiving any input from the CEO, the compensation committee chair, board chair, or lead independent director should set clear expectations about the process and that the committee or board will make the final pay decisions.... Directors should get the CEO's view of his or her individual and company performance."
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| 10. |
Delaware Court Case May Have Far Reaching Effects on Director Compensation
Meridian Compensation Partners, LLC
Jan. 31, 2018
"According to the Court's decision, the presence or absence of [prescribed annual] limits will determine whether director compensation is reviewed by Delaware courts under the business-friendly 'business judgment rule' or the more stringent 'entire fairness' standard if the compensation is challenged in a shareholder suit. Beyond the applicable legal standard of review, the Court's decision may increase the prevalence of 'strike' suits against public companies challenging director compensation." [In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017 (Del. Dec. 19, 2017)]
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| 11. |
Executive Compensation in the Banking Industry
Meridian Compensation Partners, LLC
Aug. 1, 2016
"Regulators' recently re-proposed rules under Section 956 of the Dodd Frank Act (incentive-based compensation arrangements) will undoubtedly change the structure and mix of pay for a significant number of employees at larger banks. At the same time, banks are pressured to embrace digital business models that represent new opportunities, but that also create new threats, a wider range of competitors and increased risks. With this backdrop, the industry faces increasing challenges to attract, retain and compensate talent."
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| 12. |
Trends in Executive Compensation at the S&P/TSX 60
Meridian Compensation Partners, LLC
Oct. 28, 2015
"The general trend for the last three years has been for modest growth in actual and target pay, although actual senior executive pay fell slightly from 2013 to 2014. Performance share units (PSUs) continue to increase as a proportion of long term incentive compensation, with a solid majority of companies using relative total shareholder return (TSR) as the performance measure in their long-term plans. However, compensation committees continue to grapple with finding appropriate peer groups and setting three year PSU targets."
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| 13. |
Executive Compensation: Balancing Business Needs with External Pressure (PDF)
Meridian Compensation Partners, LLC
Aug. 20, 2013
"[T]here is no shortage of advice on how to 'fix' executive compensation.... A board's compensation committee, working closely with senior management, is in the best position ... At times, actions required may deviate from what is commonly viewed as 'best practice.' In those situations, it will be necessary to provide additional explanations in the proxy (and possibly directly to shareholders).... Some of the more common areas of potential deviation from what might be considered 'best practice' include ... Defining (and Paying) for Performance ... Using Discretion ... One-Time Awards ... Appropriate Goal Setting."
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| 14. |
Compensation Committee Responsibilities Continue to Expand
Meridian Compensation Partners, LLC
Aug. 19, 2021
"Companies are seeking to formalize board-level oversight of ESG; human capital management (HCM); diversity, equity, and inclusion (DE&I), talent development; and succession planning. Companies are facing external pressures to address these areas and the compensation committee is usually the logical board committee to exercise this oversight. As a result, this committee's responsibilities are growing in both scope and complexity."
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| 15. |
Tailoring Executive Compensation Plans for Your Unique Business
Meridian Compensation Partners, LLC
Aug. 6, 2021
"Many companies exhibit compensation programs that seem to go 'against the grain' relative to both large-scale data and trends and proxy advisor preferred approaches. However, such programs may be entirely logical and effective within the context of sector-specific or company-specific challenges and opportunities."
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| 16. |
COVID Impact on Executive Compensation
Meridian Compensation Partners, LLC
Mar. 28, 2021
"[A] majority of companies made no substantial changes in 2020 to existing annual or long-term incentives, and 2021 design changes are anticipated to be modest. The likelihood of executive pay changes appears to vary significantly by industry[.]"
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| 17. |
Understanding Performance Measurement in Executive Compensation
Meridian Compensation Partners, LLC
Mar. 8, 2021
"[A] majority of companies are considering changes to their 2021 annual incentive plans ... The most common change under consideration is the flattening of the performance slope -- the relationship between the performance goals and the corresponding incentive payout."
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| 18. |
How Should ESG Performance Be Reflected in Executive Compensation?
Meridian Compensation Partners, LLC
Jan. 22, 2020
"[M]ost companies that have incorporated ESG into their respective executive compensation programs have done so on a mostly symbolic basis ... [T]hose companies that want to make more than just a symbolic gesture should consider taking the following fundamental steps. [1] Select a measure that is right for you ... [2] Consider how much impact ESG should have ... [3] Consider using a [plus/minus (±)] modifier so it has more impact than a symbolic carve-out ... [4] Consider using discretion ... [5] Disclosure and communication."
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| 19. |
Council of Institutional Investors Overhauls Its Policy on Executive Compensation
Meridian Compensation Partners, LLC
Sept. 26, 2019
"CII's revised policy reflects its goal of encouraging companies to simplify plan design, use defensible performance metrics that are linked to long-term company performance and clearly articulate the terms of their executive pay programs.... [S]ome of the suggested 'solutions' will likely be viewed as a bridge too far that could put some companies at a competitive disadvantage in recruiting and retaining top talent."
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| 20. |
Compensation Committees: Quiet Before the Storm?
Meridian Compensation Partners, LLC
Sept. 23, 2019
"[W]hen a company’s performance eventually softens, ... criticism from proxy advisors and shareholders is more likely to surface. So when things are quiet, that’s precisely the time when committees want to challenge management and themselves to ensure they have a sound pay program in place that incents the right behavior, supports the business strategy and has good governance practices in place to minimize risk."
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