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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…

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…

Managing Disclosure on Personal Use of Corporate Aircraft

Personal use of corporate aircraft remains a popular perquisite among many of the largest public companies.

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In addition to getting executives to important business destinations and enabling them to work proactively while traveling, many companies provide top executives the opportunity to use the corporate aircraft for non-business purposes, including travel to outside company board meetings, spousal…

Planning CEO Transitions: Compensation Committee Best Practices

Partner Jared Berman spoke with TK Kerstetter of Diligent's Inside America's Boardrooms and outlined best practices for boards that have the luxury of time.

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When it comes to CEO transitions, boards should be prepared for the “hit by a bus” scenario. But what about the other side of the spectrum (i.e., a planned departure of a long-tenured CEO)? If you have the luxury of…

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…

Pay for Performance

From Volume 1 Chief Executive Officer Magazine...Partner Andrew McElheran and Lead Consultant Andrew Stancel explain what pay for performance should mean to corporate boards and management teams.

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Over the past ten years or so – since the widespread adoption of shareholder ‘say on pay’ votes on executive compensation at public companies in the US and elsewhere – arguably no single idea has animated the analysis and design…

2019 Executive Compensation Trends and Developments

Meridian provides an overview of the current executive compensation and corporate governance landscape.

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In the past year, several factors have driven change in the executive compensation landscape in the U.S. Each year, Meridian identifies key developments regarding how companies respond to these ever changing conditions. (Read last year’s survey here.) In 2018, numerous factors…

Economic Value Added—New Governance Considerations

Starting this proxy season, Institutional Shareholder Services (ISS) will be disclosing in U.S. and Canadian company proxy reports Economic Value Added (EVA) metrics. These metrics will be shown for informational purposes only. However, we believe it is likely that ISS will incorporate EVA metrics into its CEO pay-for-performance analysis within the next two proxy seasons, subject to investor feedback.

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ISS’s introduction of EVA metrics is likely to foster discussion among compensation committees about the nature, merit and implication of these metrics. EVA may also be of interest among institutional investors as an additional lens to assess pay and performance…

How to Structure a Fair Executive Severance Agreement

From Boardroom Resources...Ryan Harvey frames the importance of a well-structured severance arrangement and outlines several best practices for today’s boards and compensation committees.

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Few things cause shareholder or media outrage like a poorly structured executive severance agreement. When a CEO is terminated for poor performance and walks away with tens of millions in severance payments, it’s understandably a hard pill for company stakeholders…

IPOs and Executive Pay

Reprinted from Ethical Boardroom Autumn 2018 Issue

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As the equity markets have recovered and continued to grow since the financial crisis, many private companies are considering an initial public offering (IPO) of their stock as a way to raise capital and create liquidity for their existing investors…

“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…

Executive Compensation in the Banking Industry

Emerging Trends and Best Practices 2018

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Introduction This is Meridian’s fifth year tracking executive compensation practices at U.S. banks with assets above $10 billion. One theme remains consistent: programs continue to evolve. As we entered the 2018 year, companies invested much time and energy calculating the…

Board Governance: Preparing For Next Proxy Season

Proxy season went well for the majority of boards, says Virginia Rhodes, lead consultant at Meridian Compensation Partners.

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Virginia Rhodes sat down with Corporate Board Member editor-in-chief Dan Bigman as part of the Board Governance Series to talk about the most recent proxy season and how boards can prepare for the next one. “Director elections have gone with…

Long-Term Incentives and Stock Ownership Ensure Alignment with Shareholders

Annual incentive metrics serve an important purpose: communicate a company’s priorities and provide incremental annual feedback on performance.

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Much of the commentary on energy industry pay programs has focused on annual bonus metrics. Annual incentives are easier to analyze because the payouts are clearly disclosed each year in the Summary Compensation Table, and those payments can communicate how…

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…

NACD Leading Minds of Compensation – South

NACD's Leading Minds of Compensation program is a forum for engaged compensation committee chairs, members, and directors to exchange insights with the nation's top thought leaders.

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Meridian was proud to be a sponsor of this unique opportunity discussing the latest executive and director compensation challenges and trends. The country’s leading compensation experts including Lead Consultant, Virginia Rhodes, provided an invaluable outlook on compensation, and then opened…

2018 Trends and Developments in Executive Compensation

Meridian provides an overview of the current executive compensation and corporate governance landscape.

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In the past year, several factors have driven change in the executive compensation landscape in the U.S. Each year, Meridian identifies key developments regarding how companies respond to these ever changing conditions. (Read last year’s survey here.) This year share price…

Status of Proposals to Link State and Local Corporate Taxes to CEO Pay Ratio

As we reported last March, several jurisdictions have proposed (and one has enacted) tax surcharges, higher corporate income tax rates or fees tied to a public company’s CEO pay ratio. Since then, these proposals seem to have gained little legislative traction. This Update examines whether the ongoing public disclosures of CEO pay ratios have proven to be a catalyst for legislative action and whether other jurisdictions have proposed similar taxes.

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New Proposal – California Proposes Scaled Corporate Income Tax Rate Tied to a Public Company’s “Compensation Ratio” California is the sole jurisdiction to propose linking corporate income tax to a public company’s compensation ratio since last March. Submitted to the…

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…