Insights

Current filters:

Summary of Key Results from ISS 2019 Annual Policy Survey

ISS’s recent Policy Survey previews potential changes in to 2020 proxy voting policies.

Posted by on

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”). Issuers and their advisors…

Institutional Shareholder Services Releases its 2019 Policy Survey Questionnaire

Institutional Shareholder Services (ISS) recently issued its 2019 policy survey questionnaire, which generally previews potential changes in ISS’s proxy voting policies.

Posted by on

Through its annual policy survey, ISS seeks feedback from institutional investors, public companies, corporate directors and the consulting and legal communities on emerging trends in corporate governance, executive compensation and other matters as part of its policy formulation process. The…

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.

Posted by and on

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…

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.

Posted by and on

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…

Market Data in Context

Benchmarking compensation is the process of comparing pay levels and incentive design practices to the “market.”

Posted by on

It is a quantifiable, objective way for a compensation committee to gauge how an executive is positioned versus the market, and helps the committee to understand what competitive pay is and if compensation arrangements are adequate to attract, retain and…

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?

Posted by on

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…

ISS Issues Proposed Policy Updates for 2019

Last week, Institutional Shareholder Services (ISS) issued proposed policy updates.

Posted by on

These proposed updates would modify ISS proxy voting policies for U.S.-listed companies as follows: ■ The quantitative pay-for-performance assessment1 would replace the currently used GAAP-based metrics with Economic Value Added (“EVA”) metrics, and ■ A board gender diversity policy that…

Summary of Key Results from ISS 2019 Annual Policy Survey

ISS’s recent Policy Survey previews potential changes in its 2019 proxy voting policies.

Posted by on

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”). Issuers and their advisors…

CEO Compensation in the Largest US Companies

Reprinted from Chief Executive Officer Magazine - Volume 1 2018

Posted by on

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…

Relative TSR Still Delivers Real Pay-for-Performance Alignment in the Oil & Gas Industry

Among the ten largest Oil & Gas production companies that have reported 2017-2018 compensation actions, each has either implemented or enhanced a financial returns metric for 2018 incentive compensation.

Posted by on

The menu of industry annual incentive metrics (and some long-term incentive metrics) now includes several instances of ROCE, Cash ROCE, ROIC, estimated wellhead returns, and other non-GAAP measures of investment returns. Investors may welcome the incentive accountability to financial returns,…

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.

Posted by on

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…

Bringing Pay for Performance Into Focus Requires the Right Lens

By Annette Leckie and Charles Grace - Reprinted from the November/December 2017 issue of NACD Directorship magazine

Posted by and on

Savvy investors understand the value of a strong management team and are willing to pay handsomely—if company performance warrants. It’s important to design executive pay to reward great performance and penalize poor performance. In our experience, most directors strive to…

Sweeping Tax Reform Bill Passed by Congress

Congress has passed the most far reaching tax reform bill in over 30 years, the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act will affect nearly all taxpayers (business and individuals). Corporations will be subject to a significantly reduced income tax rate of 21% and generally will be taxed solely on U.S. based income (with some exceptions). Individuals will see the elimination of many itemized deductions but higher standard deductions and slightly lower marginal tax rates.

Posted by on

Generally, the changes made to the Internal Revenue Code (“Code”) under the Tax Act are effective for taxable years beginning after December 31, 2017. The changes to the corporate income tax provisions are permanent. However, most changes to individual income…

ISS Issues 2018 Final Policy Updates and Additional Guidance on Pay-for-Performance Assessment and Equity Plan Evaluations

Institutional Shareholder Services (ISS) has issued final updates to its proxy voting policies for 2018 and significant guidance through a series of FAQs on certain U.S. compensation policies, including its methodologies for assessing pay for performance and equity plan proposals.

Posted by on

Final Policy Updates for 2018 The policy updates and guidance revise ISS proxy voting policies and methodologies for U.S.-listed companies in the following areas relating to executive compensation and corporate governance: ■ ISS quantitative pay-for-performance assessment, ■ ISS Equity Plan…

Proxy Advisors and Investors Announce How They Will Use CEO Pay Ratios in 2018

The major proxy advisors and three large institutional shareholders announced that CEO pay ratios will have little to no impact on their vote recommendations and vote decisions, respectively, in 2018.

Posted by on

At a recent conference hosted by CompensationStandards.com, David Kokell, Vice President of Institutional Shareholder Services (ISS), stated that CEO pay ratios will not have any impact on ISS’s analysis or vote recommendations in 2018. However, ISS will include the information…

Despite Strong 2016 Shareholder Returns, Certain Energy Companies Struggle with Say on Pay

In 2016, the oil and gas industry generated positive returns for shareholders, but in 2017 oil and gas companies lagged general industry in Say on Pay support.

Posted by on

ISS recommended against 18% of oil and gas companies vs. 12% for the entire Russell 3000, and 3% of oil and gas companies failed Say on Pay (i.e., <50% support) compared to only 1% in the Russell 3000. ISS recommended…

Competing Pay Perspectives

From C-Suite Magazine, an Equilar publication: Issue 24, Summer 2017

Posted by on

CEO pay can be calculated a number of ways—which one is “right?” CEO pay is on its way up. Again. Or it’s not—depending on how you want to look at it. The release of publicly reported compensation during “proxy season”…

CEO Pay Packages See Largest Increase Since 2013

A new Equilar report examines CEO compensation trends at Equilar 500 companies—the 500 largest, by reported revenue, U.S.-headquartered companies trading on one of the major U.S. stock exchanges—over the last five fiscal years. The study found that median CEO pay reached $11.0 million in 2016, up 6.1% and the largest increase since 2013. Meridian Compensation Partners offered independent commentary on how compensation awards are structured and eventually paid to CEOs.

Posted by on

Over the last five years, the value of CEO pay packages has been steadily increasing as companies shift away from discretionary bonuses and stock options toward pay for performance, according to the most recent Equilar report, CEO Pay Trends 2017,…

Best Practices for Restructuring Your Incentive Pay Plan

Watch Meridian Partner Marc Ullman on TK Kerstetter's Inside America's Boardrooms.

Posted by on

In this episode, Partner Marc Ullman joins host TK Kerstetter to discuss best practices for rethinking the incentive pay structure. With the goal of aligning pay and performance, Ullman outlines eight DOs and DON’Ts for today’s compensation committees. In addition…

Report on Say on Pay and Select Shareholder Proposals for the 2017 Proxy Season

Meridian Compensation Partners, LLC is pleased to provide this periodic report on key voting results for the 2017 proxy season.

Posted by on

About This Material Specifically, this report will cover the following areas: Standard & Poor’s (S&P) 500 Say on Pay (SOP) Vote Results and Analysis Russell 3000 SOP Vote Results and Analysis Analysis of Vote Results on Select Shareholder Proposals Highlights…