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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…

Should Companies Use Individual Performance Measures in Executive Annual Incentive Plans?

When evaluating whether including an individual performance component is appropriate, companies may want to consider some questions.

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According to the Meridian 2017 Governance and Incentive Design Survey1, 43% of Meridian 200 companies use an individual performance component in their executive annual incentive plan, typically as a supplement to financial measures. Actual usage may be higher as the…

How to Get Your Share Plan Approved

Posted in the May/June 2017 issue of NACD Directorship magazine

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Approximately 25 percent of U.S. public companies will be asking shareholders to approve a new or amended share plan this proxy season. Since most companies do not revise share plans on an annual basis, boards may want a refresher on…

Equilar 8th Annual Executive Compensation Summit

June 12-14, 2017 Swissotel, Chicago IL

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Meridian Compensation Partners is proud to be a sponsor of this year’s Equilar Executive Compensation Summit to be held in Chicago June 12-14, 2017. Visit us at booth #12 and network with over 400 elite business leaders across many industries…

Delaware Case is a Cautionary Tale for Corporate Boards

How boards can avoid the Amalgamated Bank v. Yahoo! Inc. situation.

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Ideally, a corporate board’s decision-making is always based on a robust process and fulsome inquiry. In the absence of a robust process and fulsome inquiry, a corporation may be vulnerable to shareholder requests to review highly sensitive documents. That point…

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…

Fundamentals of Compensation Committee Governance

Covering the four key categories companies should be aware of: planning, due consideration, analysis and access to the consultant.

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The fundamentals of good compensation committee governance have evolved over the years as executive compensation has become more complicated, more visible and more controversial. The goals of such processes are to ensure that the following goals are met: Enough time…

Meridian Partners’ Influential Leadership Recognized by NACD

Co-managing Partners Michael Powers and Jim Wolf named to the NACD Directorship 100 for the third consecutive year.

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NACD Directorship magazine recently announced its honorees for its 2015 Directorship 100. Meridian Compensation Partner’s Michael Powers and Jim Wolf were both included in the list, for the third year in a row. With the Directorship 100, NACD identifies the…

ISS Provides Additional Guidance on New Voting Policy on Equity Plan Proposals

ISS has implemented new proxy voting guidelines applicable to equity plan proposals included in 2015 proxies.

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On November 6, 2014, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies that included a complete overhaul of its policies on equity plan proposals (see Meridian Client Update dated November 10, 2014). At the end of…

Energy Industry Influences ISS Peer Approach

ISS recently released its policy updates for the 2015 proxy season, with one notable change.

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ISS recently released its policy updates for the 2015 proxy season (Meridian summaries here and here). One notable change is ISS’s methodology for selecting peers for energy companies for use in its pay for performance analysis. This change was likely…

Setting Annual Incentive Targets When Commodity Price Drops

One of the hardest challenges for a Compensation Committee is to set annual incentive performance targets at levels that are lower than the prior year’s actual performance.

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One of the hardest challenges for a Compensation Committee is to set annual incentive performance targets at levels that are lower than the prior year’s actual performance. It is difficult to explain to shareholders when share price is dropping, how…

ISS and Glass Lewis Provide Issuers the Opportunity to Update Self-Selected Peer Groups

Both ISS and Glass Lewis (through its partnership with Equilar) permit, but do not require, companies to submit updated self-selected peer groups in advance of the 2015 proxy season.

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Both Institutional Shareholder Services (ISS) and Glass Lewis (through its partnership with Equilar) permit (but do not require) companies to submit updated self-selected peer groups in advance of the 2015 proxy season. ISS and Glass Lewis develop their own peer…

Measurement Challenges for Pay and Performance

As they prepare for the 2015 incentive plan cycle, committees are grappling with the challenge of choosing the right performance measures and goals for annual and long-term incentive plans.

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In this update, we discuss five pitfalls for selecting performance measures and setting goals: Basing plan design purely on prevalent market practice Ignoring business imperatives and the cost of capital Relying solely on company history to set performance targets and…

The Real Problem with the CEO Pay Ratio

SEC issued proposed rules on the CEO pay ratio rule are still no closer to finding out what’s going to be in the final rules, when they will be issued, or when they will be effective.

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It’s been more than a year since the SEC issued proposed rules on the CEO pay ratio rule, and we are still no closer to finding out what’s going to be in the final rules, when they will be issued,…

ISS Adopts Final Policy Updates for 2015

On November 6, 2014, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies that largely reflect the updates as initially proposed by ISS.

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On November 6, 2014, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies that largely reflect the updates as initially proposed by ISS (see Meridian Client Update dated October 21, 2014). The policy updates revise ISS proxy…

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…

Making the Most of Lighter Summer Agendas

Summer is an opportune time to think about the company’s preparedness in the event of significant change.

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Summer tends to be a less busy time in the executive compensation cycle where Committees meet less frequently, agendas are lighter and any “pet projects” are addressed. It offers an opportune time to think about the company’s preparedness in the…

2014 Canadian Say on Pay Results Continue to be Strong

Say on Pay is still voluntary in Canada and the uptake continues with 156 companies having Say on Pay votes in 2014, up from 133 last year.

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Say on Pay is still voluntary in Canada and the uptake continues with 156 companies having Say on Pay votes in 2014, up from 133 last year. Among the S&P/TSX 60 index companies, 82% have adopted Say on Pay. However,…

Why Meridian Compensation Partners?

Partners share what sets Meridian apart from other executive compensation advisory firms.

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Meridian Compensation Partners, is one of the largest, most experienced, independent executive compensation consulting firms in North America. We provide independent advice and effective solutions to hundreds of companies—large and small. We pride ourselves on providing collaborative partnerships, with clients…