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2018 Meridian Corporate Governance and Incentive Design Survey

For the eighth straight year, Meridian has conducted an extensive survey based on the public filings of 200 large cap companies (“Meridian 200”). This survey seeks to capture trends on a variety of executive compensation and corporate governance topics of interest to major companies today.

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As companies review their executive compensation program designs and related corporate governance policies, current market practices and recent trends can provide competitive benchmarks that are helpful in understanding “best practices,” as well as facilitate productive boardroom discussions. Highlights of Meridian’s…

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…

Trends in Compensation: Committee Chairs & Lead Directors

From Boardroom Resources...In this episode, Bob Romanchek discusses current trends in director compensation.

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Compensation trends for lead directors and committee chairs have been interesting to follow in the years after Sarbanes-Oxley. Audit committee chairs were the first to be rewarded with higher pay; compensation committee chairs quickly followed suit as issues like Say…

Compensation Advisors Deliver Advice on Taxes, Culture, and Big Investors

Reprinted editorial coverage from Leading Minds of Compensation–South, which is running in the May/June 2018 issue of NACD Directorship magazine.

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Regardless of how complex the process for setting and reporting on executive pay becomes, or how simple some critics believe the process should be, one truth reigns: money motivates. That was the theme when a panel of directors and compensation…

Preventative Care for Executive Compensation Programs

Reprinted from the May/June 2018 issue of NACD Directorship magazine

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In many cases, U.S. public companies receive a high level of support from shareholders for their annual advisory vote on the executive compensation program. Based on these results, companies often conclude there is no need to make any material changes…

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…

Long-Term Incentives: Compensation Committee Challenges

Inside America’s Boardrooms is a weekly web show that features board members and governance experts with varying perspectives and board committee experience hosted by TK Kerstetter.

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While the Tax Cuts and Jobs Act has brought some positives to the economy and certainly to select individuals, it has also brought some challenges to compensation committees as they try to figure out the correct balance for long-term incentives…

Sweeping Tax Reform Bill Passed by Congress

Congress has passed the most far reaching tax reform bill in over 30 years, the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act will affect nearly all taxpayers (business and individuals). Corporations will be subject to a significantly reduced income tax rate of 21% and generally will be taxed solely on U.S. based income (with some exceptions). Individuals will see the elimination of many itemized deductions but higher standard deductions and slightly lower marginal tax rates.

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Generally, the changes made to the Internal Revenue Code (“Code”) under the Tax Act are effective for taxable years beginning after December 31, 2017. The changes to the corporate income tax provisions are permanent. However, most changes to individual income…

Senate Passes Tax Reform Bill

In the early hours of December 2, the Senate passed its own tax reform bill. While passage of the bill seemed improbable as recently as last Thursday, Senate Republicans were able to overcome objections within their own caucus with last minute tinkering to their tax proposal. Up next is the reconciliation process during which House and Senate Republicans will iron out differences between their respective tax reform bills. At this point, passage and enactment of a reconciled tax reform bill appears to be highly likely prior to year-end.

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Under the Senate bill, changes to the Internal Revenue Code (“Code”) would be effective for tax years beginning after 2017, except for the change in the corporate income tax rate would first become effective in 2019. Under the House tax…

Five “Must Know” Aspects of the Compensation Committee Process

From Inside America's Boardrooms - The Premier Board of Directors Informational Webshow, hosted by TK Kerstetter

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Episode Summary Serving on the compensation committee has become a formidable challenge for most directors regardless of one’s background or career. Not only do compensation committees have to navigate a host of regulations and complex terminology, but over the last…

Executive Compensation in the Banking Industry

Emerging Trends and Best Practices 2016-2017

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Introduction Bank executive compensation practices continue to evolve, as does the regulatory influence on pay programs. Eight years after the Dodd Frank Act was signed, incentive compensation rules under Section 956 of the Act remain outstanding and seem unlikely to…

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…

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…

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”…

Compensation Advice for PE-Owned Companies

Companies that are owned either privately or by private-equity (PE) firms face unique executive compensation challenges.

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From the July/August 2017 issue of NACD Directorship Visit NACDonline.org Meridian Compensation Partners has deep experience working with companies throughout the typical PE ownership life cycle—from public to private and back into the public markets through an initial public offering…

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,…

2017 Trends and Developments in Executive Compensation

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

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Executive Summary As detailed in Meridian’s prior Trends and Developments in Executive Compensation Survey (2015 through early 2016), several factors were driving change in the executive compensation landscape in the U.S. These factors included market volatility, turmoil in commodity prices…