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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,…

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…

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…

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…

Holding Steady with Say on Pay

While Say on Pay is voluntary in Canada, many S&P/TSX 60 companies held Say on Pay votes in 2016.

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In contrast to the mandatory (but non-binding) advisory votes on executive compensation (“Say on Pay” votes) in the U.S., Say on Pay remains voluntary in Canada. Close to 80% of the S&P/TSX 60 companies have a Say on Pay vote…

2016 Corporate Governance & Incentive Design Survey

Read Meridian's findings and learn about new market practices and trends that will inform best practices for the next year and beyond.

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Executive Summary As companies review their executive compensation programs and related corporate governance policies, it can be helpful to understand common market practices and trends that may signal “best practices.” In order to inform these perspectives, Meridian’s 2016 Corporate Governance…

Meridian Named a “Best Small Firm to Work For” for Fifth Consecutive Year

Meridian ranked #11 on Consulting magazine's list of Best Small Firms to Work For.

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For the fifth consecutive year, Meridian Compensation Partners was recognized in Consulting magazine’s recently released list of the “Best Small Firms to Work For” in 2016. The rankings are based on an online survey of over 10,000 consultants working for…

ISS 2016-2017 Policy Survey Summary of Key Items

ISS’s recent Policy Survey previews potential changes in its 2017 proxy voting policies.

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

Settlement of Director Pay Lawsuit Provides Best Practices Framework

Meridian examines the terms of this recent settlement and explains how it should influence director pay practices.

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A recent settlement of a shareholder lawsuit alleging excessive compensation to non-employee directors provides a framework for best practices related to director pay. Last month, the Delaware Chancery Court approved a settlement of Calma v. Templeton, a derivative lawsuit that…

Waiver of Legal Claims and Non-Disclosure Covenants May Violate SEC Whistleblower Protections

Meridian looks at a recent SEC enforcement action and explains how companies can avoid similar issues.

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Recent SEC enforcement actions may require companies to revise existing employment and severance arrangements to modify non-disclosure requirements and provisions relating to waiver and release of legal claims. Two ubiquitous provisions found in employment and severance arrangements include non-disclosure covenants…

ISS Releases its 2017 Policy Survey

ISS’s recent Policy Survey previews potential changes in its 2017 proxy voting policies.

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Through its annual policy survey, Institutional Shareholder Services (ISS) seeks feedback from institutional investors, public companies, corporate directors and the consulting and legal communities on emerging trends in corporate governance and executive compensation and other matters as part of its…

The Equal Pay Pledge

The White House recently unveiled a pledge that permits companies to publicly express their support for equal pay for women.

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Discussions around equal pay and pay discrimination continue to gain traction both in the political arena and the board room. As noted on a White House blog, President Obama has focused on equal pay and pay discrimination issues since the…

EEOC Proposes to Significantly Expand Employer Requirements to Report Pay Data

Meridian explains what this expansion entails, and comments on how it could affect companies.

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With little fanfare, the Equal Employment Opportunity Commission (EEOC) earlier this month issued a revised proposal to impose significant compliance burdens on private sector employers to collect and submit extensive employee pay data. According to the EEOC, the pay data…