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Director Compensation: Key Considerations During COVID-19

From Inside America's Boardrooms/Diligent

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Much like executive compensation, director pay will be met with institutional shareholder scrutiny in the months ahead. Investors and proxy advisors will scrutinize stock option awards, meeting fees, and whether board pay remains steady amid lay-offs and revenue declines. How should…

The $2 Trillion CARES Act Imposes Limits On Employee Pay

As seen in Corporate Board Member - The largest stimulus bill in U.S. history conditions the granting of federal loans and loan guarantees on companies’ agreement to limit employee compensation.

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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…

Compensation Committee Challenges Amid COVID-19

From Inside America's Boardrooms/Diligent

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Most compensation committees finalized executive compensation plans, targets, and awards at the end of February, never expecting that COVID-19 would come next. Now boards are left to navigate a crisis environment with a very unpredictable future. In this episode of…

Executive Pay Outreach

From the Volume 2 2019 issue of CEO Magazine...The continued scrutiny of executive compensation coupled with the rise of shareholder activism has prompted many US companies to consider specific strategies around shareholder communications. In response, Bob Romanchek and Tom Ramagnano, partners at Meridian Compensation Partners, provide effective solutions and independent advice for executive compensation and corporate governance.

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Historically, a company’s communication with investors has been centred around the quarterly tion of financial business results and forward-looking guidance, along with year- end results. However, developments over the past several years have led companies to engage with major institutional…

Let’s Push Things Forward

Reprinted from Chief Executive Officer Winter 2018 - With long-term incentives being the largest pay component for CEOs in the US, where are design practices heading?

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For well over 50 years, there has been the same three general design categories of long-term incentives for US-based CEOs. These have been full-value share grants, which vest over time and focus on retention; stock appreciation vehicles, such as stock…

The Demise of TSR as the Primary Executive Pay Performance Measure

Reprinted from NACD Directorship November/December 2018 Issue

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During the past decade, the use of total shareholder return (TSR) has risen rapidly in prevalence as a performance metric in executive long-term incentive plans. Many compensation committees believed this was a direct way to align executive pay and performance.…

Trends in Compensation: Committee Chairs & Lead Directors

From Boardroom Resources...In this episode, Bob Romanchek discusses current trends in director compensation.

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Compensation trends for lead directors and committee chairs have been interesting to follow in the years after Sarbanes-Oxley. Audit committee chairs were the first to be rewarded with higher pay; compensation committee chairs quickly followed suit as issues like Say…

CEO Compensation in the Largest US Companies

Reprinted from Chief Executive Officer Magazine - Volume 1 2018

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Are US CEOs overpaid? Bob Romanchek, senior partner at the executive compensation consulting firm Meridian Compensation Partners, adds clarity to the issue by looking at the components of pay, the historic levels of total pay opportunity and the critical relationship…

Long-Term Incentives: Compensation Committee Challenges

Inside America’s Boardrooms is a weekly web show that features board members and governance experts with varying perspectives and board committee experience hosted by TK Kerstetter.

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While the Tax Cuts and Jobs Act has brought some positives to the economy and certainly to select individuals, it has also brought some challenges to compensation committees as they try to figure out the correct balance for long-term incentives…

Hot-Button Board Compensation Issues

Corporate Board Member recently sat down with Bob Romanchek, partner with Meridian Compensation Partners to talk about board compensation.

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Board compensation is always a hot topic for directors, with outside director compensation, lead director compensation, equity grants, the actual value of outside director pay and instances where companies have been sued for excessive outside director pay all front-burner topics. In the…

Vesting Doesn’t Make Sense

From Corporate Board Member - "Board Governance Series," Second Quarter 2018

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It usually perks up the ears of most corporate directors when you say “board compensation.” What’s happened recently in this area, particularly with equity grants? If you take a step back, outside director compensation has generally been in a pretty…

Performance-Based Long-Term Incentives: What Have We Done?

From January/February 2018 NACDonline.org - Executive incentive design has grown incredibly complex. Boards should consider simplifying by aligning pay with long-term stock price performance.

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Are you satisfied with the design and operation of your company’s performance-based longterm incentive program for top executives? Chances are you are not. In chasing that ever-elusive pay-for performance vehicle design, you may have gone from stock options to performance…

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…

Five “Must Know” Aspects of the Compensation Committee Process

From Inside America's Boardrooms - The Premier Board of Directors Informational Webshow, hosted by TK Kerstetter

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Episode Summary Serving on the compensation committee has become a formidable challenge for most directors regardless of one’s background or career. Not only do compensation committees have to navigate a host of regulations and complex terminology, but over the last…

Aligning Executive Pay With Company Performance

From C-Suite: An Equilar Publication Issue 25, Fall 2017 - Ask the Experts "A Delicate Balance...What Will be the Biggest Risk for Corporate Boards Looking Forward to 2018?"

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From an executive compensation perspective, boards have an important duty to pay executives appropriately in line with the underlying performance of the company. The age-old issue of paying for performance seems more complex than ever—and more highly scrutinized! The design…

Bob Romanchek on Inside America’s Boardrooms

In this episode, Bob Romanchek outlines five critical steps or subject-matter issues that all committee members should know if they are joining or serving on a public company’s compensation committee.

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Serving on the compensation committee has become a formidable challenge for most directors regardless of one’s background or career. Not only do compensation committees have to navigate a host of regulations and complex terminology, but over the last several years,…

The “Trump Trade”: Will Stock Options Make a Comeback?

Read this interview with Meridian Partner Bob Romancheck from Corporate Board Member magazine.

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This interview originally appeared in Corporate Board Member magazine. Corporate Board Member spoke to Bob Romanchek, partner and consultant with Meridian Compensation Partners, about the expected use of stock options going forward. At one time, the use of stock options…

Are You Paying Your Lead Director Appropriately?

Boards may need to rethink pay practices as the role of the lead director evolves.

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Looking at larger companies’ practices for compensating outside directors, lead directors are typically provided a cash retainer of approximately $30,000 for performing this role in addition to the regular outside director pay package. This retainer is oftentimes the same or…

Will Dodd-Frank and the CEO Pay Ratio Be Repealed?

A look at what the U.S. presidential election portends for the future of financial reform.

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It has been six years since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which mandated that the Securities and Exchange Commission (SEC) develop rules intended to address the then-current financial crisis. One such rule concerns…