Insights

Fostering Diversity in Board Pay Practices, Part Two

In this two-part series, we examine the current state of board compensation and whether it accommodates evolving governance practices.

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In recent years, we have observed a remarkable level of homogenization of compensation practices for non-employee directors, even as what is expected from board members of public companies continues to evolve and—generally speaking—expand. In our client work, we have also…

Compensation Committees: Good Governance Process Leads to Effective Decision-Making

Compensation Committees (“Committees”) are held to the highest legal standard when setting the compensation of executive officers.

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That is, Committee decision-making must pass muster under fiduciary standards to be defensible and withstand judicial scrutiny. To meet these fiduciary standards, Compensation Committees should have in place a robust governance process from which to develop sound compensation determinations and…

Fostering Diversity in Board Pay Practices, Part One

In this two-part series, we examine the current state of board compensation and whether it accommodates evolving governance practices.

Posted by on

In recent years, we have observed a remarkable level of homogenization of compensation practices for non-employee directors, even as what is expected from board members of public companies continues to evolve and – generally speaking – expand. In our client work,…

Board Compensation, Diversity Under Scrutiny

As seen in the 3rd Quarter 2019 issue of Bank Director

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Similar to trends in other industries, banks have been simplifying their director pay programs. Slightly more than half of publicly traded banks with $1 billion to $10 billion in assets increased cash retainers instead of offering board meeting fees. Board…

Use Compensation to Advance ESG Initiatives

From the July/August 2019 issue of the NACD Directorship magazine.

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Directors should take a close look at how their companies can use compensation to advance an environmental, social, and governance (ESG) strategy. A key to ESG oversight is the board’s examination of how compensation reflects and advances the company’s commitment…

Addressing Increased Scrutiny on Director Compensation: A Call to Action

Executive compensation has long been subject to intense scrutiny from regulators, proxy advisors and investors alike.

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Until recently, outside director compensation has not been subject to similar scrutiny primarily due to the narrow range of pay practices for directors, in both pay value and design/delivery. However, a new heightened level of scrutiny is now being applied…

Vesting Doesn’t Make Sense

From Corporate Board Member - "Board Governance Series," Second Quarter 2018

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It usually perks up the ears of most corporate directors when you say “board compensation.” What’s happened recently in this area, particularly with equity grants? If you take a step back, outside director compensation has generally been in a pretty…

Avoiding Action on Director Pay

How boards can protect themselves against scrutiny - From C-Suite Magazine, an Equilar publication - Issue 26, Winter 2018

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A wave of lawsuits surrounding director compensation surfaced a couple of years ago, often alleging “excessive” pay for boards of directors on a variety of grounds. Because boards set their own pay levels, there are potential legal ramifications due to…

2017 Trends in Outside Director Compensation

The 2017 Outside Director Compensation Trends Report includes data from public Fortune 100 companies.

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The key highlights from Meridian’s 2017 Outside Director Compensation study among Fortune 100 companies include: In 2016, total compensation increased modestly at 1.2% Annual cash retainer values were flat for the second consecutive year, but equity values increased at approximately…

2017 Meridian Corporate Governance and Incentive Design Survey

For the seventh 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 facing major companies today.

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As companies review their executive compensation programs and related corporate governance policies, current market practices and recent trends can provide competitive benchmarks that are helpful in understanding current and future “best practices.” Highlights of Meridian’s 2017 Corporate Governance & Incentive…

Director Pay Rises 20% in Five Years, Driven by Equity Awards

REPRINTED PRESS RELEASE FROM EQUILAR

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REDWOOD CITY, CA (October 18, 2017) — Annual compensation for boards of directors at the largest U.S. public companies has risen nearly 20% over the past five years, according to a new report from Equilar, Director Pay Trends, which features…

Board Governance Series – Corporate Board Member 2nd Quarter 2017

In this interview, Gerard Leider, partner, Meridian Compensation Partners, discusses current issues that are having an effect on director compensation policies and offers guidance for ensuring the board has a responsible process for setting director pay.

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There are a lot of compensation topics that we cover throughout the year in our Board Governance Series webcasts, but we don’t often home in on director pay, and that’s pretty important to our audience. Gerard, what can you tell…

Director Pay Trends Report: Retainers Rise to Reflect Board Responsibilities

Meridian and Equilar, Inc. analyze recents trends that explain the rising pay of directors.

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The following excerpt is a collaboration between Meridian Compensation Partners and Equilar, Inc. To request a copy of the full report, visit Equilar’s site. Boards of directors sit atop the corporate structure, responsible for hiring executives, shaping strategies, and ensuring…

Modest Year over Year Increases in Canadian Director Pay

Even with this increase, Canadian directors are still paid less than their American counterparts on average.

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Director total compensation increased year over year, while equity held steady at just under one-half of director pay. This aligns with increases in director time commitments and expansion of the role of board members. Directors of Canadian companies continue to…