Insights

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…

Drafting a Modern Equity Incentive Plan

With the 2020 proxy season approaching, many public companies are readying new or amended equity plans for shareholder approval.

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These plans are a ubiquitous feature of public companies’ compensation programs. They allow companies to grant various types of equity and equity-based awards to their non- employee directors, executives and other key employees. Although equity plans are broadly similar, companies…

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…

Top Ten Design Considerations When Drafting a Modern Equity Incentive Plan

With the 2020 proxy season approaching, many public companies are readying new or amended equity plans for shareholder approval.

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These plans are a ubiquitous feature of public companies’ compensation programs. They allow companies to grant various types of equity and equity-based awards to their non- employee directors, executives and other key employees. Although equity plans are broadly similar, companies still…

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…

Report on Say on Pay and Select Shareholder Proposals For the 2019 Proxy Season

Meridian Compensation Partners, LLC is pleased to provide this periodic report on key voting results for the 2019 proxy season.

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Executive Summary 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; and ■ Analysis of Vote Results on Select…

UPDATE – 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.

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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 So far, two key…

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.

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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…

Nasdaq Talks to Donald Kalfen of Meridian about Preparing for CEO Pay Ratio Disclosure

They discuss how the rule could fare under President Trump, next steps for planning ahead, and more.

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This article originally appeared in the Nasdaq Governance Clearinghouse. Should public companies still plan on implementing the CEO Pay Ratio rule given that President-elect Trump has promised to repeal or reform Dodd-Frank? Nasdaq sat down with Don Kalfen of Meridian…

Beyond the Proxy

Meridian Partners weigh in on 2016 CEO pay trends in this article from Equilar's C-Suite magazine.

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A Chief Executive Officer (CEO) is both the managerial leader and the figurehead of his or her company, representing it to its employees, shareholders and the general public. In times of growth and success, but also in turmoil and failure, a…

Extending the Life of Your Share Pool

Inducement grants are a way to attract talent without burning the share pool.

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Imagine your organization is just about to hire a new CEO from outside the company. The prospective CEO’s compensation offer includes a large grant of equity incentives. This grant includes two years’ worth of normal annual cycle grants and a…

SEC Comment Letter on Proposed Rule on Mandatory Clawback

Meridian's comment on the proposed rule to implement the mandatory clawback provisions of Section 954 of Dodd-Frank.

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Re: File No. S7-12-15—Proposed Rule to Implement the Mandatory Clawback Provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Dear Mr. Fields: Meridian Compensation Partners, LLC (“Meridian”) is pleased to provide comments to…

ISS Releases its 2016 Policy Survey

ISS’s recent Policy Survey previews potential changes in its 2016 proxy voting policies.

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Through its annual policy survey, Institutional Shareholder Services (ISS) seeks feedback from institutional investors, public companies and the consulting and legal communities on emerging trends in corporate governance and executive compensation and other matters as part of its policy formulation…

SEC Comment Letter on Pay vs. Performance Disclosure Rule

Meridian's comment on the proposed rule to implement the pay versus performance disclosure provisions of Section 953 of Dodd-Frank.

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Re: File No. S7-07-15 — Proposed Rule to Implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Dear Mr. Fields: Meridian Compensation Partners, LLC (“Meridian”) is pleased to provide comments to the Securities and…

SEC Comment Letter on Proposed CEO Pay Ratio Disclosure Rule

Meridian's comment on the implementation of Section 953(b) of Dodd-Frank.

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Re: File No. S7-07-13— Proposed Rule to Implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Dear Ms. Murphy: Meridian Compensation Partners, LLC (“Meridian”) is pleased to provide comments to the Securities and Exchange…