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“Tis the Season…Are You Ready?

It’s hard to believe that another proxy season is upon us.

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It seems like just yesterday we were trying to figure out what the CEO pay ratio would look like, how it might compare to peers and what internal unrest would be created as a result. Although companies worried about the…

Board Governance: Preparing For Next Proxy Season

Proxy season went well for the majority of boards, says Virginia Rhodes, lead consultant at Meridian Compensation Partners.

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Rhodes sat down with Corporate Board Member editor-in-chief Dan Bigman as part of the Board Governance Series to talk about the most recent proxy season and how boards can prepare for the next one. “Director elections have gone with very…

Long-Term Incentives and Stock Ownership Ensure Alignment with Shareholders

Annual incentive metrics serve an important purpose: communicate a company’s priorities and provide incremental annual feedback on performance.

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Much of the commentary on energy industry pay programs has focused on annual bonus metrics. Annual incentives are easier to analyze because the payouts are clearly disclosed each year in the Summary Compensation Table, and those payments can communicate how…

CEO Compensation in the Largest US Companies

Reprinted from Chief Executive Officer Magazine - Volume 1 2018

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Are US CEOs overpaid? Bob Romanchek, senior partner at the executive compensation consulting firm Meridian Compensation Partners, adds clarity to the issue by looking at the components of pay, the historic levels of total pay opportunity and the critical relationship…

NACD Leading Minds of Compensation – South

NACD's Leading Minds of Compensation program is a forum for engaged compensation committee chairs, members, and directors to exchange insights with the nation's top thought leaders.

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Meridian was proud to be a sponsor of this unique opportunity discussing the latest executive and director compensation challenges and trends. The country’s leading compensation experts including Lead Consultant, Virginia Rhodes, provided an invaluable outlook on compensation, and then opened…

2018 Trends and Developments in Executive Compensation

Meridian provides an overview of the current executive compensation and corporate governance landscape.

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In the past year, several factors have driven change in the executive compensation landscape in the U.S. Each year, Meridian identifies key developments regarding how companies respond to these ever changing conditions. (Read last year’s survey here.) This year share price…

Status of Proposals to Link State and Local Corporate Taxes to CEO Pay Ratio

As we reported last March, several jurisdictions have proposed (and one has enacted) tax surcharges, higher corporate income tax rates or fees tied to a public company’s CEO pay ratio. Since then, these proposals seem to have gained little legislative traction. This Update examines whether the ongoing public disclosures of CEO pay ratios have proven to be a catalyst for legislative action and whether other jurisdictions have proposed similar taxes.

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New Proposal – California Proposes Scaled Corporate Income Tax Rate Tied to a Public Company’s “Compensation Ratio” California is the sole jurisdiction to propose linking corporate income tax to a public company’s compensation ratio since last March. Submitted to the…

The CEO Pay Ratio: What to Expect This Proxy Season

From Boardroom Resources: Bob Romanchek, Partner at Meridian Compensation Partners LLC, explains that certain institutional investors (e.g., public pension plans) may use pay ratio results to form their activism efforts, engagement priorities, and proxy voting.

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As the Dodd-Frank-mandated CEO pay ratio looms large this proxy season, many boards and compensation committees have already completed their calculations and are awaiting the impact. Added as a last-minute mandate to the Dodd-Frank Act in 2010, the CEO pay…

Proxy Advisors and Investors Announce How They Will Use CEO Pay Ratios in 2018

The major proxy advisors and three large institutional shareholders announced that CEO pay ratios will have little to no impact on their vote recommendations and vote decisions, respectively, in 2018.

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At a recent conference hosted by CompensationStandards.com, David Kokell, Vice President of Institutional Shareholder Services (ISS), stated that CEO pay ratios will not have any impact on ISS’s analysis or vote recommendations in 2018. However, ISS will include the information…

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…

SEC Issues New Guidance on CEO Pay Ratio Disclosure Rule

Last Thursday, the Securities and Exchange Commission (SEC) and the Division of Corporation Finance issued new guidance on the CEO pay ratio disclosure rule. The issuance of the new guidance lays to rest any remaining hope that the SEC will delay or significantly modify the CEO pay ratio disclosure requirement.

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Public companies and practitioners who were hoping for a comprehensive set of new guidance to address many of the vexing issues underlying the pay ratio rule generally will be disappointed by the limited nature of the guidance. However, the guidance…

SEC Official Confirms that the SEC Will Not Delay CEO Pay Ratio Disclosure

Last Friday, an official of the Securities and Exchange Commission (SEC) confirmed that the SEC will not delay the effective date of the CEO pay ratio disclosure rule and that the SEC staff will be issuing additional guidance on the rule.

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At the American Bar Association Annual Meeting, Bill Hinman, SEC Director of the Division of Corporation Finance said that the SEC would not delay the implementation of CEO pay ratio rule. In addition, Mr. Hinman stated that SEC staff would…

Competing Pay Perspectives

From C-Suite Magazine, an Equilar publication: Issue 24, Summer 2017

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CEO pay can be calculated a number of ways—which one is “right?” CEO pay is on its way up. Again. Or it’s not—depending on how you want to look at it. The release of publicly reported compensation during “proxy season”…

CEO Pay Trends: Looking Beyond Reported Pay Figures

CEO Pay Trends: Looking Beyond Reported Pay Figures Webinar from July 13, 2017

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In case you missed this fantastic webinar on July 13, 2017… Visit http://www.equilar.com/webinar-videos.html to request a full replay or the slides from this webinar entitled CEO Pay Trends: Looking Beyond Reported Pay Figures. Equilar, Meridian Compensation Partners and the Center On Executive…

CEO Pay Packages See Largest Increase Since 2013

A new Equilar report examines CEO compensation trends at Equilar 500 companies—the 500 largest, by reported revenue, U.S.-headquartered companies trading on one of the major U.S. stock exchanges—over the last five fiscal years. The study found that median CEO pay reached $11.0 million in 2016, up 6.1% and the largest increase since 2013. Meridian Compensation Partners offered independent commentary on how compensation awards are structured and eventually paid to CEOs.

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Over the last five years, the value of CEO pay packages has been steadily increasing as companies shift away from discretionary bonuses and stock options toward pay for performance, according to the most recent Equilar report, CEO Pay Trends 2017,…

House Approves Financial CHOICE Act

On June 8, 2017, the U.S. House of Representative approved the Financial CHOICE Act (“CHOICE Act”), which, if approved by the Senate and signed by President Trump, would repeal and roll back significant portions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The House vote was 233 to 186, with one Republican opposing and not a single Democrat supporting the CHOICE Act.

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As reported in Meridian Client Update of May 12, 2017, the principal focus of the CHOICE Act is the banking provisions of Dodd-Frank and the Consumer Financial Protection Bureau. However, the CHOICE Act, if enacted, would make the following changes…

House Committee Approves Bill to Repeal Key Provisions of Dodd-Frank

On May 4, 2017, the House Financial Services Committee approved the Financial CHOICE Act (“CHOICE Act”) to repeal and roll back significant pieces of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Committee voted to send the CHOICE Act to the House floor, 34-26, along party lines.

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The principal focus of the CHOICE Act is the banking provisions of Dodd-Frank and the Consumer Financial Protection Bureau. In addition, the CHOICE Act includes provisions relating to agency rulemaking requirements, judicial review of agency actions and capital formation. In…

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,…