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ISS and Glass Lewis Expectations for Executive Pay

Meridian Partner Tom McNeill moderated this session at Corporate Board Member's 9/16/20 Compensation Committee Summit.

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What’s on the mind of ISS and Glass Lewis coming out of the 2020 annual meeting season? During a session at Corporate Board Member’s Compensation Committee Summit, Meridian Partner Tom McNeill got their thoughts on transparency around adjustments in incentive…

Which ESG Measure Should Your Company Focus On?

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If you’re considering using ESG metrics as a part of your corporate compensation formula, choosing said metrics may be tricky. You have to consider your own business practices, industry standards, and where you have a baseline to start from. Meridian…

Meridian Webinar: COVID-19’s Impact on Incentive Plans

COVID-19 has altered fundamental priorities for the year and significantly affected many companies’ ability to achieve the annual incentive plan and/or performance-contingent long-term incentive plan goals that were set prior to current circumstances.

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Topics for the Briefing Market Practice Update ■ Reductions to executive salaries and director fees, and other compensation actions being taken (as well as actions not expected to be taken)■ Proxy advisor views on COVID-19 related pay actions 2020 Annual…

Preparing for Dodd-Frank Compensation Rule Changes

From the August 19, 2020 episode of Inside America's Boardrooms hosted by TK Kerstetter

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While it may seem like ages ago, public companies are still waiting for the SEC to finalize proposed rules on two Dodd-Frank mandates around compensation: (1) the mandatory clawback and disclosure requirement and (2) the pay for performance disclosure. Recent…

Boardroom Comp Under COVID-19

As seen in Corporate Board Member - Director pay will, of course, be transformed in the current environment. But what that means and how it plays out will vary widely. A roadmap.

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Pre-pandemic, board compensation practices had become static and homogeneous, even as the role of non-employee directors continued to expand—but that was before the pandemic launched a global economic crisis. CBM recently spoke with Jim Heim, a lead consultant with Meridian…

Compensation Committees: What to Do With 2020 Bonus Plans?

It’s been an unprecedented year for everyone, compensation committees included.

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At the onset of COVID-19, the popular advice for adjusting annual bonus pay was to “wait and see.”  Now several weeks in, some companies have begun restructuring bonuses. What actions are they taking? In this episode, Chris Havey, Partner &…

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…

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…

Emerging Topics for Compensation Committees

Partner Virginia Rhodes spoke with TK Kerstetter of Diligent's Inside America's Boardrooms and outlined several emerging compensation committee issues.

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Executive compensation continues to be a major focus for institutional investors, yet the conversation is shifting. Compensation committee agendas have expanded to include topics like human capital management, company culture, ESG, and succession planning—all factors that are increasingly tied to…

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…

How Should Boards Handle Involuntary CEO Retirement?

Meridian Lead Consultant Jon Szabo spoke with Corporate Board Member in the video below about how boards can navigate the uncharted territory of involuntary retirements from CEOs and how to craft their exit packages.

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In the first quarter of 2019 alone, more than 20 CEOs of large public companies announced their resignations. This uptick in C-level departures, which included several “involuntary retirements,” has compensation committees rethinking their approaches to officer-level severance pay. CBM recently…

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…

Compensation Committee Issues in 2019: From Discretion to Down Cycles

From Boardroom Resources...In this episode, Partner Annette Leckie discusses the impact of the latest tax reform on executive incentives.

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When the latest tax reform was introduced, companies immediately began calculating what it meant for their business. Compensation committees and their outside consultants went through a similar process to identify new rules that may affect how they structure executive compensation…

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…