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…

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…

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…

UPDATE – Report on Say on Pay and Select Shareholder Proposals for the 2017 Proxy Season

Meridian Compensation Partners, LLC is pleased to provide this periodic report on key voting results for the 2017 proxy season.

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Specifically, this report will cover the following areas: Standard & Poor’s (S&P) 500 Say on Pay (SOP) Vote Results and Analysis Russell 3000 SOP Vote Results and Analysis Analysis of Vote Results on Select Shareholder Proposals So far, two key…

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…

IS A THREE-YEAR PERFORMANCE PERIOD REALLY LONG-TERM?

Tom McNeill and Jon Szabo of Meridian Compensation Partners, LLC discuss how three years being the standard for "long-term" incentive is not really long-term at all.

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Find this article and more in the NYSE Governance Services Corporate Board Member Magazine – nyse.com/governance Over the last 10–15 years, we have observed a sea change in long-term incentive (LTI) award design. The role of stock options has dramatically…

Keeping Pace During Growth

How to Avoid the Lag in Compensation Practices That Occurs When Firms Grow Quickly

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Recent headlines of Aubrey McClendon’s American Energy Partners LP receiving a $5 billion equity valuation and a flurry of energy IPOs in the last 12-24 months are reminders that change and growth can occur quickly, especially in the energy industry.…

Effective Governance of Executive Compensation Benchmarking

Strong Governance and Benchmarking Play an Important Role in Keeping Accountability for Executive Pay Decisions

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Benchmarking is commonly used to set and assess executive pay levels and design practices. Strong compensation governance processes and careful development and use of benchmarking data are essential for HR Committees to critically evaluate executive pay. Executive pay decisions are…

What to Learn from Shareholder Activism

A Review of Recent Shareholder Activism in the Energy Industry

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Energy boards and management have paid close attention to activist shareholders this proxy season, including current proxy battles and investor activism at Hess Corporation (Elliott Associates), SandRidge Energy (TPG-Axon Capital) and Nabors (Pamplona Capital). Each has included a discussion of…