Insights

In Memoriam: Tony Meyer

It is with heavy hearts that we remember our dear friend and colleague, Tony Meyer.

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Our dear friend and colleague passed away this past weekend from complications of an illness he’s fought bravely for several years. Tony was a Senior Consultant in our Lake Forest office since 2011. We are all deeply saddened and our…

California Legislature Approves Diversity Mandate for Boards of Public Companies

California Governor Gavin Newsom must sign the Diversity Bill by September 30, 2020 for it to become law.

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On August 30, 2020, the California Assembly approved a first-in-the-nation legislation that would require public companies to include a minimum number of individuals from underrepresented communities on their boards (“Diversity Bill”). If passed into law, the Diversity Bill would apply…

SEC Approves Rule Requiring Public Companies to Disclose Human Capital Resources

On August 26, 2020, by a 3 to 2 vote, the Securities and Exchange Commission (“SEC”) adopted a final rule that would amend Regulation S-K and require public companies to disclose information on their human capital resources to the extent such disclosures would be material to an understanding of the companies’ business.

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Generally, a public company is required to include a description of their business and business developments in its annual report (Form 10-K) and certain other SEC filings. The disclosure rules set forth a non-exhaustive list of topics that a company…

Impact of COVID-19 on 2020 Annual and In-Flight Long Term Incentives

COVID-19 has had a far-reaching impact on Canadian businesses.

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For many companies, incentive goals set before the pandemic have become unachievable. In the short term, companies prioritized emergency planning, safety, layoffs and communications to employees and other stakeholders. A small minority of companies that had clear line of sight…

Should ESG Metrics Be Included in Executive Incentive Plans?

The key to approaching ESG is to help investors understand what is already being done within your organization and how it impacts shareholder value.

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Environmental, social, and governance (otherwise known as ESG) topics are of critical focus among the investment community, including targeted funds, and for good reason. As investors become more socially responsible and environmentally aware, they are increasingly looking to invest in…

Banking Industry Incentive Practices

Our database provides insight on trends and emerging practices, including annual and long-term incentive plan practices.

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For the last seven years, Meridian has compiled a database on banking industry compensation practices for all public banks with assets greater than $10 billion. Our database provides insight on trends and emerging practices, including annual and long-term incentive plan…

How and Why Pre-Commercial Biotech CEO Pay is Different

Part Two: Founders vs. Non-Founders

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In this four-part series, we examine the current state of pre-commercial biotech CEO pay, how it is tailored to the sector, and what drives differences between companies. We will explore: Part One: Tailoring Pay to the Business Part Two: Founders…

Preparing for Dodd-Frank Compensation Rule Changes

From the August 19, 2020 episode of Inside America's Boardrooms hosted by TK Kerstetter

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While it may seem like ages ago, public companies are still waiting for the SEC to finalize proposed rules on two Dodd-Frank mandates around compensation: (1) the mandatory clawback and disclosure requirement and (2) the pay for performance disclosure. Recent…

Benchmarking in an Unusual Cycle

We expect that the typical fall benchmarking/market data process will look different for many oil & gas companies.

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We expect that the typical fall benchmarking/market data process will look different for many oil & gas companies. The current commodity price and general economic environment will likely impact compensation levels across much of the industry, which will cause a…

2020 NACD DIRECTORSHIP 100 RELEASED—THE ANNUAL LIST OF THE MOST INFLUENTIAL LEADERS IN BOARDROOMS AND IN CORPORATE GOVERNANCE

Michael Powers and Jim Wolf were named to the NACD Directorship 100 list for 2020, making it the eighth consecutive year for both Partners.

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The National Association of Corporate Directors (NACD), the authority on boardroom practices representing more than 21,000 corporate board members, announced the honorees of the 2020 NACD Directorship 100™, an annual recognition of the leading corporate directors, corporate governance experts, policymakers, and…

SEC Adopts Final Rule Regulating Proxy Advisory Firms

On July 23, 2020, the Securities and Exchange Commission (“SEC”) by a 3 to 1 vote adopted a Final Rule that imposes a new regulatory regime on proxy advisory firms (“PAFs”).

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The SEC’s adoption of the Final Rule represents the culmination of a years’ long effort to require greater transparency and accountability of PAFs. Specifically, the Final Rule: ■ Conditions the availability of certain existing exemptions from the information and filing…

COVID-19’s Incentive Impact: While Most Companies Wait, Companies with Early FYEs are Forced to Act

We are increasingly participating in board-level discussions focused on how to ensure that management teams stay focused, engaged and properly incentivized.

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When the COVID-19 pandemic started to spread across the United States, boards of directors initially focused on ensuring the safety of their employees and customers and managing to stabilize their businesses for uncertain times ahead. Early on, many companies were…

COVID-19 and Short-Term Incentive Designs

The design for 2021 will hinge on how to best motivate executives in a dramatically altered business environment.

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Our Meridian Client Update published May 28, 2020 discussed the impact of COVID-19 on 2020 Short-Term Incentive (STI) plans and how Committees may determine appropriate payouts (if any) at year-end. Payout decisions for 2020 STI in many instances will be…

How and Why Pre-Commercial Biotech CEO Pay is Different

Part One: Tailoring Pay to the Business

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The Say-on-Pay (“SOP”) era has fostered remarkable homogenization in executive compensation program design. The two primary contributing factors are: 1. Expanded compensation disclosure requirements for publicly traded companies, increasing the transparency of competitors’ programs. 2. The heightened influence of proxy…

SEC Releases Rulemaking Agenda for Next Twelve Months

The Securities and Exchange Commission (SEC) recently released its Spring 2020 Regulatory Flexibility Agenda (“Reg Flex Agenda”), which identifies rule-making initiatives that the SEC expects to address over the next year and beyond.

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In its latest semiannual Reg Flex Agenda, the SEC identifies the following rule-making initiatives as among those that the SEC expects to address in the short-term – potentially by October 2020. ■ Revised proposed rule on mandatory recoupment (or “clawback”)…

Embrace the Use of Discretion in This New Era

Reprinted Director Advisory article in the July/August issue of NACD Directorship.

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So far in 2020, market volatility, economic uncertainty, severe business disruptions, and concerns over employee health have materially changed how leaders approach business planning. These breaks from the norm have and will continue to have an impact on compensation committees’ …

Announced Pay Reductions

Pay reductions are as of June 30, 2020

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Meridian is currently tracking announced pay reductions within the oil and gas space. The largest number of reductions to date have been announced in the oilfield services sector. We’re planning on regularly updating this list and re-posting at https://www.meridiancp.com/insights/energy/ Oilfield…