Insights

California Enacts Law Requiring Gender Diversity on Corporate Boards

On September 30, 2018, Governor Jerry Brown signed into law a first-in-the nation requirement that public companies include a minimum number of women on their boards. The law solely applies to those publicly held corporations whose principal executive offices are located in California.

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Requirements of Gender Diversity Law The law’s requirements will be phased-in over a multi-year period, with compliance initially required by the close of the 2019 calendar year. A public company found to be in noncompliance with the gender diversity requirements…

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…

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…

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…

When Constituency Compensation Expectations Collide

NYSE Board Governance Series: Discussion Of Relative Performance, Peer/industry Indices, and Regulatory Issues for Financial Institutions

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Members of the banking industry–and other regulated industries–have different expectations than members of other industries when it comes to executive compensation consulting. Watch Meridian Compensation Partners’ Susan O’Donnell sit down with TK Kerstetter of the NYSE Governance Series to discuss…

SEC Releases New Guidance on Proxy Advisors

Meridian Expects to See Change, but it Might not be as Much as Some Would Like

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After months of speculation, the SEC has recently released its highly anticipated guidance on investment advisors and on proxy advisors (see our recent client alert). I know many Boards and senior executives will be pleased to see progress in this…

Critiquing Say on Pay

More ISS, Glass Lewis Policies That Defy Logic

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Last November I argued in an Agenda op-ed that certain ISS and Glass Lewis say-on-pay policies lack solid underpinnings in compensation philosophy and practice. An example was their attempts to assess the rigor of companies’ incentive performance goals based on…

ISS 2013-2014 Policy Survey Summary of Results

ISS’s Recent Policy Survey Previews Potential Changes In Its 2014 Proxy Voting Policies

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Each year, ISS seeks feedback from institutional investors, public companies (“issuers”) and the consulting community on emerging corporate governance, executive compensation and other issues as part of its annual policy formulation process. Possibly reflecting concerns about the influence of ISS…