Insights

Drafting a Modern Equity Incentive Plan

With the 2020 proxy season approaching, many public companies are readying new or amended equity plans for shareholder approval.

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These plans are a ubiquitous feature of public companies’ compensation programs. They allow companies to grant various types of equity and equity-based awards to their non- employee directors, executives and other key employees. Although equity plans are broadly similar, companies…

2019 Say on Pay Outcomes in Oil & Gas Continue to Trail General Industry

Several oil & gas companies had a rough proxy season in 2019, with overall lukewarm shareholder support for executive pay programs in the industry.

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While many companies received kudos from investors for the addition of returns-oriented incentive metrics, others struggled to demonstrate pay-for-performance alignment or continued to make aggressive pay actions despite lackluster shareholder returns in 2018. In this posting, we take a look…

“Tis the Season…Are You Ready?

It’s hard to believe that another proxy season is upon us.

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It seems like just yesterday we were trying to figure out what the CEO pay ratio would look like, how it might compare to peers and what internal unrest would be created as a result. Although companies worried about the…

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…

The CEO Pay Ratio: What to Expect This Proxy Season

From Boardroom Resources: Bob Romanchek, Partner at Meridian Compensation Partners LLC, explains that certain institutional investors (e.g., public pension plans) may use pay ratio results to form their activism efforts, engagement priorities, and proxy voting.

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As the Dodd-Frank-mandated CEO pay ratio looms large this proxy season, many boards and compensation committees have already completed their calculations and are awaiting the impact. Added as a last-minute mandate to the Dodd-Frank Act in 2010, the CEO pay…

Despite Strong 2016 Shareholder Returns, Certain Energy Companies Struggle with Say on Pay

In 2016, the oil and gas industry generated positive returns for shareholders, but in 2017 oil and gas companies lagged general industry in Say on Pay support.

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ISS recommended against 18% of oil and gas companies vs. 12% for the entire Russell 3000, and 3% of oil and gas companies failed Say on Pay (i.e., <50% support) compared to only 1% in the Russell 3000. ISS recommended…

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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About This Material 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 Highlights…

Controlling Activist Investors

Potential Texas legislation would curtail activist investors and proxy advisors.

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While we wait to see what deregulation might come out of the new administration regarding Dodd-Frank or other executive compensation regulations, the Texas legislature might take a huge step in favor of corporate boards and management. A bill currently pending…

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…

The Impact of Lower Stock Prices on 2016 Say on Pay

Many energy companies should anticipate tripping ISS's absolute stock price test.

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The current industry downturn is already impacting compensation programs and will likely also impact the upcoming Say on Pay season. Based on our research, the market decline will cause an increased number of energy companies to trip a key ISS…

Energy Industry Influences ISS Peer Approach

ISS recently released its policy updates for the 2015 proxy season, with one notable change.

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ISS recently released its policy updates for the 2015 proxy season (Meridian summaries here and here). One notable change is ISS’s methodology for selecting peers for energy companies for use in its pay for performance analysis. This change was likely…

Proxy Named Executive Officers: Should Business Unit Heads Be Included?

Guidance is offered, based on a review of law and current market prevalence.

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To include business unit heads or not to include business unit heads; that is the question. Each year, public companies must determine which executives are named executive officers (“NEOs”) under the proxy disclosure rules. This determination is important, as public companies are required to disclose in their annual meeting proxies the compensation paid to each NEO (i.e., a company’s chief...

Using Realizable Pay to Test Pay and Performance Alignment

Testing the Link Between Pay and Performance Can Help Firms in Many Ways

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With the calendar year completed, many of our energy clients are taking this opportunity to test the long-term historical link of pay and performance. This historical analysis serves a few purposes: Helping the compensation committee understand whether they have an…

Changing the Role of Proxy Disclosures

With Rules Changing Companies Have an Opportunity to Focus on Disclosure Improvements

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The recent release of the SEC’s proposed rules on CEO Pay Ratio disclosure has everybody thinking about preparation of their proxy disclosures. While changes required under these proposed rules likely won’t be in effect until the 2016 proxy season, there…

2013 Proxy Disclosure Trends: Pay-for-Performance

Notable Pay-for-Performance Disclosures Made By Energy Companies This Year

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The 2013 proxy season is now in full swing, with dozens of energy industry companies having filed their latest proxy. One of the areas of significant attention this year is pay-for-performance disclosure. So far in 2013, we’ve already seen some…

Telling Your Story

How to Prepare an Effective and Compelling Proxy

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Most companies are getting ready to file their 2013 proxy statements and telling the story of their 2012 compensation. Effective proxies share a clear and compelling alignment between performance and pay. For most energy companies, however, compensation does not boil…