Insights

COVID-19

The Meridian community recognizes the extraordinary challenges facing our clients, friends and others in these unprecedented times.

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First and foremost, we hope you, your families and your colleagues are staying safe and healthy during this global health crisis. We appreciate that normal business operations for many companies have been upended due to the COVID-19 pandemic, and that…

Should We Cut Outside Director Compensation?

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In our last two postings, we highlighted a number of potential compensation implications for oil & gas companies in the current environment. Beginning with this update, we’ll select some key topics to review in a bit more depth. And, since…

Retail on the Ropes, But Punching Back

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With phrases like “shelter-in-place,” “social distancing” and “flattening the curve” becoming common vernacular, the U.S. and its economy have entered uncharted waters in response to the COVID-19 pandemic. While many industries are feeling the effects of this evolving crisis, retailers…

Congress Passes $2 Trillion Stimulus Bill that Limits or Reduces Pay for Employees of Certain Companies Receiving Federal Loans or Loan Guarantees

The largest stimulus bill in U.S. history conditions the granting of federal loans and loan guarantees on recipient companies’ agreement to limit (or in some cases reduce) employee compensation for up to a six-year period.

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On March 27, 2020, President Donald Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (‘‘CARES Act”) which passed both the U.S. Senate and the House of Representatives earlier last week with bipartisan support. The CARES Act…

COVID-19

The Meridian family is cognizant of the extraordinary challenges facing our clients, friends and others in these unprecedented times.

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First and foremost, we hope you, your families and your colleagues are staying safe and healthy during this global health crisis. We appreciate normal business operations for many companies have been upended due to the COVID-19 pandemic. Only through the…

Oil & Gas Crisis Response: 2020 Compensation Responses will lead to Sustained Changes

2020’s significant downturn already shows some marked differences from the 2008-2009 and 2015-2016 downturns (the last instances where oil prices fell more than 50% over a short time period).

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Mere weeks after boards approved compensation outcomes from 2019 performance, there’s a temptation to revisit or change those outcomes under the lens of 2020 performance. We believe that in the large majority of cases, those 2019 outcomes should stand on…

Revisiting Board Pay in a Time of Crisis

Many companies are re-examining their non-employee director compensation programs in light of COVID-19-related disruptions.

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There is a clear appetite to set the right tone at the top as business leaders balance (a) keeping their workforce and customers safe and healthy with (b) navigating supply chain uncertainty and weakened demand for their products and services.…

Compensation Implications of the Current Environment

The week of March 9, 2020 may have marked the single worst week for oil and gas stocks on record.

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That was rough… The week of March 9, 2020 may have marked the single worst week for oil and gas stocks on record. A lot has changed, and the only thing certain is that more change will come. Here is…

The $1 Salary: Lessons Learned

Periodically we receive requests from our clients to profile advantages, challenges, and best practices associated with administering pay programs that combine a very modest base salary with large equity grants.

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Periodically we receive requests from our clients to profile advantages, challenges, and best practices associated with administering pay programs that combine a very modest base salary with large equity grants. The $1 Salary Plan is the most extreme version of…

Ready to Expand Your Clawback Policy? Not so Fast . . .

For many years, companies decided to wait for the clawback requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act to be finalized before taking action.

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More recently, many have stopped waiting. In public company boardrooms across the United States and abroad, there is a growing trend to expand company clawback policies beyond current regulatory requirements to include additional triggers for addressing employee misconduct through the…

Emerging Topics for Compensation Committees

Partner Virginia Rhodes spoke with TK Kerstetter of Diligent's Inside America's Boardrooms and outlined several emerging compensation committee issues.

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Executive compensation continues to be a major focus for institutional investors, yet the conversation is shifting. Compensation committee agendas have expanded to include topics like human capital management, company culture, ESG, and succession planning—all factors that are increasingly tied to…

Meridian Compensation Partners Celebrates 10th Anniversary

The executive compensation consulting firm reaches ten year milestone with the dedicated support of its loyal clients, partners and associates.

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On January 29th, Meridian Compensation Partners celebrated its tenth year as a leading executive compensation and corporate governance consulting firm in North America. Originally formed through a planned separation from its prior parent company, Meridian has expanded to over 85…

Senior Executive Incentive Design Practices Study – Retail, Consumer Durables, and Restaurants

This is Meridian’s first study on senior executive incentive practices in the Retail, Consumer Durables, and Restaurant industries.

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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 emerging standards, as well as facilitating productive boardroom discussions. In order to…

How Should Environmental, Social and Governance (ESG) Performance be Reflected in Executive Compensation?

Companies are responding to increasing pressure from shareholders, proxy advisors, employees, and even local and state governments to consider environmental, social and governance (ESG) issues as part of business strategy and performance.

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Many of the public company boards and corporate executives (very notably, 181 CEOs signing the Business Roundtable Statement avowing Stakeholder primacy1) that are eager to demonstrate this responsiveness cite compensation as an existing, meaningful and highly visible tool that is…

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…

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…