Insights

Measuring E&P Capital Decisions in an Annual Incentive Plan is Complicated

Are E&P companies using the right metrics in their annual incentive programs?

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There has been a lot of attention (both from the media and investors) focused on whether E&P companies are using the right metrics in their annual incentive programs. E&P companies have been criticized for a heavy focus on production and…

Should Boards Reconsider the Benefits of Stock Options?

Watch Meridian Partner Jamie McGough on TK Kerstetter's Inside America's Boardrooms.

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Meridian Partner Jamie McGough joins TK Kerstetter, host of Inside America’s Boardrooms, to discuss “Should Boards Reconsider the Benefits of Stock Options?” Watch Jamie explain why the use of stock options has diminished and why he thinks companies might want to…

Controlling Activist Investors

Potential Texas legislation would curtail activist investors and proxy advisors.

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While we wait to see what deregulation might come out of the new administration regarding Dodd-Frank or other executive compensation regulations, the Texas legislature might take a huge step in favor of corporate boards and management. A bill currently pending…

States and Municipalities Propose CEO Pay Ratio Tax

Looking to raise taxes or to make political statements, several states and municipalities have proposed tax revenue schemes tied to a public company’s proxy-disclosed CEO pay ratio.

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Although the fate of the CEO pay ratio disclosure may be uncertain, this has not deterred certain states and municipalities from proposing new taxes on public companies tied to a company’s disclosed CEO pay ratio (or some variant). In fact,…

The “Trump Trade”: Will Stock Options Make a Comeback?

Read this interview with Meridian Partner Bob Romancheck from Corporate Board Member magazine.

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This interview originally appeared in Corporate Board Member magazine. Corporate Board Member spoke to Bob Romanchek, partner and consultant with Meridian Compensation Partners, about the expected use of stock options going forward. At one time, the use of stock options…

Compensation Committee Best Practices: Pay Increases & Goal-Setting

Watch Meridian Partner Matthew Isakson on TK Kerstetter's Inside America's Boardrooms.

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Meridian Partner Matthew Isakson joins TK Kerstetter, host of Inside America’s Boardrooms, to discuss “Compensation Committee Best Practices: Pay Increases & Goal-Setting.” Get more insight into compensation committee goal setting from Matt Isakson and Boardroom Resources here: “4 Guiding Perspectives…

Bigger Shoes to Fill

Meridian Partner Tom Ramagnano discusses aligning shareholder value with director pay in this article from Equilar C-Suite magazine.

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Find this article and more in the most recent issue of Equilar C-Suite magazine. Find past issues of C-Suite at Equilar.com. Boards walk a fine line to align director pay with shareholder value By Ryan Villard   Boards of directors…

Acting SEC Chair Signals Possible Delay in Implementation of Pay Ratio Rule

Chair Piwowar has called for public comment on rule compliance issues.

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Yesterday, Acting Securities and Exchange Commission (SEC) Chair Michael Piwowar issued a public statement in which he has asked for comments about delaying the implementation of the CEO pay ratio rule. Under current rules, the CEO pay ratio rule became…

Rewarding Executives for Successful Bank M&A

Aligning rewards with value enhancement will help shareholders understand the rationale behind them.

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This article originally appeared on BankDirector.com. Mergers and acquisitions (M&A) can create significant value for shareholders. Accordingly, bank executives should be rewarded when completing and integrating successful transactions. However, in today’s environment of heightened executive pay scrutiny, some approaches to…

Are You Paying Your Lead Director Appropriately?

Boards may need to rethink pay practices as the role of the lead director evolves.

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Looking at larger companies’ practices for compensating outside directors, lead directors are typically provided a cash retainer of approximately $30,000 for performing this role in addition to the regular outside director pay package. This retainer is oftentimes the same or…

Nasdaq Talks to Donald Kalfen of Meridian about Preparing for CEO Pay Ratio Disclosure

They discuss how the rule could fare under President Trump, next steps for planning ahead, and more.

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This article originally appeared in the Nasdaq Governance Clearinghouse. Should public companies still plan on implementing the CEO Pay Ratio rule given that President-elect Trump has promised to repeal or reform Dodd-Frank? Nasdaq sat down with Don Kalfen of Meridian…

ISS Issues Technical Document on Financial Performance Assessment

The technical document provides insight into how ISS will perform its analysis.

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Institutional Shareholder Services (ISS) for the first time will be evaluating a company’s performance relative to peer group performance against a broad spectrum of financial metrics. ISS will compare how a company’s CEO pay stacks up against the company’s relative…

ISS Releases New Corporate Governance Scoring Tool

The tool, QualityScore, could help investors identify corporate governance risk in portfolio companies.

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Institutional Shareholder Services (ISS) recently announced the release of ISS QualityScore, the fourth generation of its governance-scoring tool, which replaces ISS Governance QuickScore. According to ISS, QualityScore is intended to assist investors in identifying corporate governance risk within portfolio companies.…

ISS Modifies CEO Pay for Performance Assessment

Learn about the implications this modification has for the 2017 proxy season.

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Institutional Shareholder Services (ISS) recently announced a material change in its U.S. pay for performance assessment that will take effect for the 2017 proxy season. The modified U.S. pay for performance assessment will include a new qualitative component in its…

The Election of Donald J. Trump—What it Means for Executive Pay

Our predictions and analysis on how a new administration could affect executive pay programs.

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The election of Donald J. Trump as the next President of the United States will likely have far reaching effects on the statutory and regulatory regimes covering executive compensation and related corporate governance matters. What exactly the effect will be…

Will Dodd-Frank and the CEO Pay Ratio Be Repealed?

A look at what the U.S. presidential election portends for the future of financial reform.

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It has been six years since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which mandated that the Securities and Exchange Commission (SEC) develop rules intended to address the then-current financial crisis. One such rule concerns…

ISS Issues Proposed Policy Updates for 2017

Learn which policies have been modified and which are staying the same.

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Last week, Institutional Shareholder Services (ISS) issued proposed policy updates. For the first time in many years, the proposed updates do not modify U.S. policy on compensation matters (e.g., policies relating to Say on Pay and equity plan proposals). However,…

SEC Issues Interpretative Guidance on the CEO Pay Ratio Rule

Meridian explains how this guidance should inform companies' calculation of the CEO pay ratio.

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The Securities and Exchange Commission (“SEC”) staff has issued interpretive guidance on the final CEO pay ratio rule (“Final Rule”). The Final Rule requires public companies to disclose the ratio of CEO pay to the median employee pay (“Pay Ratio”).…

Beyond the Proxy

Meridian Partners weigh in on 2016 CEO pay trends in this article from Equilar's C-Suite magazine.

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A Chief Executive Officer (CEO) is both the managerial leader and the figurehead of his or her company, representing it to its employees, shareholders and the general public. In times of growth and success, but also in turmoil and failure, a…

NASDAQ Updates Equity Compensation Plan FAQs

Boards now may unilaterally amend equity plans to allow maximum withholding on equity awards.

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The Nasdaq recently updated its FAQs on Equity Compensation Plans to clarify that a Nasdaq listed company may amend its equity plan to allow for share withholding up to the maximum statutory withholding amount without seeking shareholder approval. As discussed…