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Introduction Designing and administering an effective executive compensation program can be a delicate balancing act for a public company compensation committee. Balancing attraction, retention, and motivation with fairness to shareholders, or balancing internal strategic alignment with external “best practices” are…
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Given our environment, Bank Director is combining our board member and executive events into an online experience during BankBEYOND 2020! Focusing on all of the issues directors and leaders of financial institutions must know – we dive into audit and…
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In uncertain times like these, planning can seem daunting. Whether it’s your annual incentive plan or your three-year long term plan, goal-setting during a pandemic, volatile markets, and an election may seem challenging. Meridian can help you navigate these challenging…
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ISS has modified its proxy voting policies for U.S.-listed companies in the following respects: ■ Adoption of a revised policy on director accountability for significant risk oversight failures related to environmental and social issues (effective for meetings held on or…
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Board conversations around ESG and corporate purpose have significantly increased in boardrooms and C-suites across the country. Growing investor and social pressures are pushing for more accepted and measurable goals, putting the onus on business leaders to incorporate new ESG…
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If your conscience is bothering you because your board hasn’t added environmental, social, and governance (ESG) metrics to executive incentives, that’s a good thing. It means you care about the culture and governance aspects of your company and the future…
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The Updated Guidance is more specific than ISS’s initial COVID-19 guidance issued in April 2020 (see Meridian Client Update dated April 15, 2020). In its April 2020 guidance, ISS did not modify any of its proxy voting policies. At that…
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As the COVID-19 pandemic continues to cause business and economic uncertainty into the foreseeable future, corporate boards and senior management teams face unprecedented challenges. Through that lens, board compensation committees need to make prudent executive pay decisions regarding annual and…
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To state the obvious, 2020 has been an unprecedented year. The impact of the COVID-19 pandemic and the resulting economic shock has led many compensation committees to wrestle with the treatment of 2020 annual incentives, given the dramatic change in…
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This year has been extraordinary in many respects, given the convergence of the COVID-19 disease, substantial oil price declines, and the collapse of brick and mortar retail, among other industries. The result on company pay programs has also been dramatic,…
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Board Diversity Mandate As we previously reported in our Client Update dated September 10, 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.…
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What’s on the mind of ISS and Glass Lewis coming out of the 2020 annual meeting season? During a session at Corporate Board Member’s Compensation Committee Summit, Meridian Partner Tom McNeill got their thoughts on transparency around adjustments in incentive…
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Meridian Compensation Partners, LLC is pleased to provide this periodic report on the 2020 proxy season1. This report covers the following areas: ■ Say on Pay Vote Results (through October 12, 2020)― Contributing Reasons for Failed SOP Outcomes (Based on…
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While banks with incentive plans based on formulaic financial goals are particularly challenged, even those with more discretionary plans are asking how to evaluate and reward performance in light of the pandemic. Many compensation committees will need to assess how…
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Each year, Institutional Shareholder Services (ISS) surveys institutional investors, public companies (“issuers”) and the consulting and legal communities on emerging corporate governance and executive compensation issues as part of its annual policy formulation process (the “Survey”). Public company “issuers” and…
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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 BusinessPart Two: Founders vs.…
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The Survey covers key board governance practices, compensation-related proxy disclosures, and annual and long-term incentive design practices. This information allows companies to benchmark their board governance practices, proxy disclosures and compensation program design against market practices. Highlights of Meridian’s 2020…
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Select Features of Mr. Biden’s Tax Proposal Outlined below are select features of Mr. Biden’s tax proposal. ■ Increase corporate tax rate. The corporate income tax rate would increase from 21% to 28%. ■ Roll back brackets for high earners…
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PERFORMANCE does matter; but it is unclear whether performance plans work. Seventy-five percent of the S&P 500 deliver 50 percent or more of LTI (to senior executives) as “performance awards.” Considerable time, effort, and governance is dedicated to implementing these…
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If you’re considering using ESG metrics as a part of your corporate compensation formula, choosing said metrics may be tricky. You have to consider your own business practices, industry standards, and where you have a baseline to start from. Meridian…
