Insights

ISS Issues 2018 Final Policy Updates and Additional Guidance on Pay-for-Performance Assessment and Equity Plan Evaluations

Institutional Shareholder Services (ISS) has issued final updates to its proxy voting policies for 2018 and significant guidance through a series of FAQs on certain U.S. compensation policies, including its methodologies for assessing pay for performance and equity plan proposals.

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Final Policy Updates for 2018 The policy updates and guidance revise ISS proxy voting policies and methodologies for U.S.-listed companies in the following areas relating to executive compensation and corporate governance: ■ ISS quantitative pay-for-performance assessment, ■ ISS Equity Plan…

Aligning Executive Pay With Company Performance

From C-Suite: An Equilar Publication Issue 25, Fall 2017 - Ask the Experts "A Delicate Balance...What Will be the Biggest Risk for Corporate Boards Looking Forward to 2018?"

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From an executive compensation perspective, boards have an important duty to pay executives appropriately in line with the underlying performance of the company. The age-old issue of paying for performance seems more complex than ever—and more highly scrutinized! The design…

2017 Trends in Outside Director Compensation

The 2017 Outside Director Compensation Trends Report includes data from public Fortune 100 companies.

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The key highlights from Meridian’s 2017 Outside Director Compensation study among Fortune 100 companies include: In 2016, total compensation increased modestly at 1.2% Annual cash retainer values were flat for the second consecutive year, but equity values increased at approximately…

Director Pay Rises 20% in Five Years, Driven by Equity Awards

REPRINTED PRESS RELEASE FROM EQUILAR

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REDWOOD CITY, CA (October 18, 2017) — Annual compensation for boards of directors at the largest U.S. public companies has risen nearly 20% over the past five years, according to a new report from Equilar, Director Pay Trends, which features…

ISS 2017–2018 Policy Survey Summary of Key Items

ISS’s recent Policy Survey previews potential changes in its 2018 proxy voting policies.

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Each year, Institutional Shareholder Services (ISS) surveys institutional investors, public companies (“issuers”) and the consulting and legal community on emerging corporate governance and executive compensation issues as part of its annual policy formulation process. Issuers and their advisors are collectively…

NYC Pension Fund Launches Campaign for Enhanced Board Diversity Disclosure

The New York City Comptroller’s Office recently announced that it launched the next phase of the Boardroom Accountablity Project, in which the Comptroller, on behalf of New York City Pension Funds, is seeking enhanced disclosure and engagement with 151 major public companies on board composition, diversity and refreshment.

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In November 2014, the Boardroom Accountability Project initiated the first phase of its campaign, in which the New York City Pension Funds petitioned for public companies to adopt proxy access. The initial campaign successfully resulted in widespread adoption of proxy…

Matthew Isakson on NACD’s Leading Minds of Compensation

This interactive forum was a must-attend event for proactive and inquisitive corporate directors and chief executives.

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Meridian Partner Matthew Isakson was a panelist for the NACD’s Leading Minds of Compensation – West where top compensation experts provided invaluable insight on all things executive compensation and then participated in an audience-led question and answer session. Participants had…

NACD Directorship 100 Released—the Annual List of the Most Influential Leaders in Boardrooms and in Corporate Governance

Michael Powers and Jim Wolf were named to the NACD Directorship 100 list for 2017, making it the fifth consecutive year for both Partners.

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The National Association of Corporate Directors (NACD) announced the 2017 NACD Directorship 100, the annual list that recognizes leading corporate directors, governance experts, and other influencers who impact boardroom practices and performance. NACD identifies these outstanding directors and governance professionals…

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…

Meridian to Attend Equilar Event on New Public Companies

The event addresses governance and shareholder engagement in the post-IPO world.

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Matt Isakson, lead consultant in Meridian’s San Francisco office, will be participating in an Equilar program titled “Fundamentals for New Public Companies” on May 24, 2016 in East Palo Alto, California. The program will cover a number of relevant issues…

Considerations for Setting Incentive Plan Goals

Read this piece from Meridian Partner Tom Ramagnano and senior consultant Matt Wolfson, featured in NACD Directorship magazine.

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It’s that time of year when compensation committees begin the process of setting annual incentive goals for the upcoming performance cycle. For most public companies, these goals generally relate to financial metrics such as revenue, earnings, and cash flow that…

Director Pay Spotlight

Meridian senior consultant Matthew Wolfson provides commentary on director pay for Equilar's C-SUITE magazine.

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Read senior consultant Matthew Wolfson‘s commentary on equity grant levels, trends in meeting fees, and more in “Director Pay Spotlight” from Equilar’s C-SUITE magazine.

SEC Comment Letter on Pay vs. Performance Disclosure Rule

Meridian's comment on the proposed rule to implement the pay versus performance disclosure provisions of Section 953 of Dodd-Frank.

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Re: File No. S7-07-15 — Proposed Rule to Implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Dear Mr. Fields: Meridian Compensation Partners, LLC (“Meridian”) is pleased to provide comments to the Securities and…

Companies Should Consider Implementing Limits on Share Grants to Directors

Recent Delaware court decisions may usher in a new era of litigation based on equity awards to non-employee directors.

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Two Delaware court decisions are causing many companies to contemplate including in their equity plans annual share limits on grants (and possibly annual limits on cash awards) to non-employee directors. In Calma v. Templeton, the Delaware Chancery Court refused to…

Compensation Challenges of a Falling Canadian Dollar

With uncertainty in the worldwide economy and commodity prices, the Canadian dollar has fallen to a six-year low versus the U.S. dollar, affecting compensation programs for a large number of Canadian companies.

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After a long period of relative stability and near parity, the Canadian dollar has fallen to about 80 cents U.S. – a six-year low. The outlook for further movement up or down, is unclear and is tied both to the…

SEC Issues Proposed Rule on Hedging Disclosure

A proposed rule recently issued by the SEC will require the disclosure of employee and director hedging activity as mandated by Dodd-Frank

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On February 9, 2015, the Securities and Exchange Commission (SEC) issued a proposed rule that would require the disclosure of employee and director hedging activity as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Overview of…

Modest Rise in Director Pay Continues at Canada’s Largest Companies

Annual analysis of outside director compensation among S&P/TSX 60 index companies found that average total compensation for directors increased by +2.1% last year.

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Meridian Compensation Partners’ annual analysis of outside director compensation among S&P/TSX 60 index companies found that average total compensation for directors increased by +2.1% last year. The proportion of total compensation delivered in equity has increased to 47%, up from…

Two Lawsuits Brought Over Alleged Excessive Director Compensation

Two recent lawsuits represent an emerging trend of shareholder plaintiffs raising allegations that directors’ pay is excessive and that the equity plan in which they participate does not set forth meaningful limits on their compensation.

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In early June 2014, a derivative action was filed in Delaware Chancery Court against executive officers and directors of Facebook, including Mark Zuckerberg, alleging that the social media company’s equity plan in which its employees, executives and directors participate, allows…