Insights

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.

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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,…

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…

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…

Aligning Executive Pay With Company Performance

From C-Suite: An Equilar Publication Issue 25, Fall 2017 - Ask the Experts "A Delicate Balance...What Will be the Biggest Risk for Corporate Boards Looking Forward to 2018?"

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From an executive compensation perspective, boards have an important duty to pay executives appropriately in line with the underlying performance of the company. The age-old issue of paying for performance seems more complex than ever—and more highly scrutinized! The design…

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…

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…

Considerations for Setting Incentive Plan Goals

Read this piece from Meridian Partner Tom Ramagnano and senior consultant Matt Wolfson, featured in NACD Directorship magazine.

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It’s that time of year when compensation committees begin the process of setting annual incentive goals for the upcoming performance cycle. For most public companies, these goals generally relate to financial metrics such as revenue, earnings, and cash flow that…

Director Pay Spotlight

Meridian senior consultant Matthew Wolfson provides commentary on director pay for Equilar's C-SUITE magazine.

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Read senior consultant Matthew Wolfson‘s commentary on equity grant levels, trends in meeting fees, and more in “Director Pay Spotlight” from Equilar’s C-SUITE magazine.

SEC Comment Letter on Pay vs. Performance Disclosure Rule

Meridian's comment on the proposed rule to implement the pay versus performance disclosure provisions of Section 953 of Dodd-Frank.

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Re: File No. S7-07-15 — Proposed Rule to Implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Dear Mr. Fields: Meridian Compensation Partners, LLC (“Meridian”) is pleased to provide comments to the Securities and…

Two Lawsuits Brought Over Alleged Excessive Director Compensation

Two recent lawsuits represent an emerging trend of shareholder plaintiffs raising allegations that directors’ pay is excessive and that the equity plan in which they participate does not set forth meaningful limits on their compensation.

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In early June 2014, a derivative action was filed in Delaware Chancery Court against executive officers and directors of Facebook, including Mark Zuckerberg, alleging that the social media company’s equity plan in which its employees, executives and directors participate, allows…