Insights

Retail on the Ropes, But Punching Back

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With phrases like “shelter-in-place,” “social distancing” and “flattening the curve” becoming common vernacular, the U.S. and its economy have entered uncharted waters in response to the COVID-19 pandemic. While many industries are feeling the effects of this evolving crisis, retailers…

Compensation Committees: Good Governance Process Leads to Effective Decision-Making

Compensation Committees (“Committees”) are held to the highest legal standard when setting the compensation of executive officers.

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That is, Committee decision-making must pass muster under fiduciary standards to be defensible and withstand judicial scrutiny. To meet these fiduciary standards, Compensation Committees should have in place a robust governance process from which to develop sound compensation determinations and…

Prepping Your Clawback Policy for Prime Time

As seen in the November/December 2019 issue of the NACD Director Advisory

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In the wake of corporate scandals and high-profile executive misconduct, compensation committees are reviewing the adequacy of their clawback and forfeiture policies. Board members want to be assured they have the tools needed if they find themselves in the headlines.…

Time to Check Your Equity Incentive Plan Share Reserve

With depressed energy stocks, more shares are now needed to maintain recent levels of employee equity awards.

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This increase in share use also means that equity incentive plan reserves will drain at a faster rate, and may run out sooner than expected. Companies often ask for more shares when there is roughly enough left in the plan…

Why Pre-IPO Peer Groups are (or at least should be) Different

External benchmarking provides critical information for executive pay decisions.

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Most compensation committees review information gathered from a customized peer group of companies as part of compensation program development and relative performance reviews, and peer group construction is often a matter of significant debate. Common sense would suggest that if…

Compensation: Quiet Before the Storm?

Why now is the right time for an executive compensation audit. As seen in Corporate Board Member Fourth Quarter 2019.

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Compensation committees fared well in the 2019 proxy season, with the vast majority of Russell 3000 companies receiving support on their compensation programs from proxy advisors and shareholders. Yet, compensation programs continue to be a hot=button issue for stakeholders, with…

In What Circumstances do Special Equity Grants Make Sense?

As executive compensation consultants, we often receive questions from Compensation Committee members regarding the possibility of “one-time” equity grants for senior executives. There are various important considerations when contemplating such awards.

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Based on our experience, it is important to understand the many inputs and ensure the Committee is making informed decisions with “eyes wide open” to avoid surprises. Awards should focus on specific intended objectives. From time to time, Compensation Committees…

Pay Trends in the Financial Services Industry

Reprinted from the July/August 2018 issue of NACD Directorship magazine

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The financial crisis and recession may be history, but the impact these events have had on the financial services industry remains. Meridian Compensation Partners LLC, a consulting firm that serves clients on executive compensation and governance matters, has a dedicated…

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…

Bank Compensation and Governance in the New Era

Banks are often under greater regulatory scrutiny than companies in other sectors, and that trend is likely to continue.

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New compensation and governance standards are impacting boards of directors in all industries, but even more so in banking, which has more regulatory requirements and is under greater scrutiny. The recent Wells Fargo & Co. $185 million settlement over alleged…

Best Practices for Transitioning the Compensation Committee Chair

Partner Michael Brittian shares his thoughts with Boardroom Resources.

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This blog is Part 2 in a Boardroom Resources series on compensation committees chairs. We identify the steps necessary for a smooth transition and outline action items for key players. In Part 1, we discussed how the role of the…

Why Tenure is Important for Today’s Compensation Committee Chair

Partner Michael Brittian talks tenure with Boardroom Resources.

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This blog is Part 1 in a Boardroom Resources series on compensation committee chairs. We discuss why rotating your compensation chair too quickly could impact your committee’s effectiveness. Read Part 2 here. Compensation committees face a tall order in today’s…

Compensation and Governance Committees: Sharing the Hot Seat in 2016

Compensation committees have seen increased scrutiny the past several years, and governance committees will likely see a similar focus in 2016.

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The compensation committee has been on the hot seat for several years. Outrage regarding executive pay and its perceived role in the financial crisis has put the spotlight on the board members who serve on this committee. Say-on-pay, the non-binding…