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 committees navigate the challenges ahead? In this episode, Meridian Partner Bob Romanchek shares his … Continued
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 Inside America’s Boardrooms brought to you by Diligent, Meridian Partner Bob Romanchek speaks with TK … Continued
First and foremost, we hope you, your families and your colleagues are staying safe and healthy during this global health crisis. We appreciate normal business operations for many companies have been upended due to the COVID-19 pandemic. Only through the extraordinary efforts of employees, executives and boards will companies be able to manage through the … Continued
More recently, many have stopped waiting. In public company boardrooms across the United States and abroad, there is a growing trend to expand company clawback policies beyond current regulatory requirements to include additional triggers for addressing employee misconduct through the use of their clawback rights. The focus on clawbacks is in large part a result … Continued
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 CEO pay. In this episode, Virginia Rhodes, Partner with Meridian Compensation Partners, outlines several of … Continued
On January 29th, Meridian Compensation Partners celebrated its tenth year as a leading executive compensation and corporate governance consulting firm in North America. Originally formed through a planned separation from its prior parent company, Meridian has expanded to over 85 employees in ten offices across North America, serving over 700 client companies. “Meridian has experienced … Continued
In recent years, we have observed a remarkable level of homogenization of compensation practices for non-employee directors, even as what is expected from board members of public companies continues to evolve and—generally speaking—expand. In our client work, we have also noted a great deal of diversity in the role that the board is expected to … Continued
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 time, items to think about include: • How should boards navigate the timing provisions of … Continued
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. The original clawback provision under Sarbanes-Oxley requires only the CEO and chief financial officer (CFO) … Continued
In recent years, we have observed a remarkable level of homogenization of compensation practices for non-employee directors, even as what is expected from board members of public companies continues to evolve and – generally speaking – expand. In our client work, we have also noted a great deal of diversity in the role that the board … Continued
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 scrutiny of incentive pay metrics, goal rigor and policy transparency only intensifying. CBM recently spoke … Continued
Directors should take a close look at how their companies can use compensation to advance an environmental, social, and governance (ESG) strategy. A key to ESG oversight is the board’s examination of how compensation reflects and advances the company’s commitment to ESG goals. Investors and other stakeholders package a broad range of nonfinancial topics under … Continued
The National Association of Corporate Directors (NACD), the authority on boardroom practices representing more than 20,000 corporate board members, announced the honorees of the 2019 NACD Directorship 100™, an annual recognition of the leading corporate directors, corporate governance experts, policymakers, and influencers—leaders who significantly impact boardroom practices and performance. Meridian Compensation Partners is proud to … Continued
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 spoke with Jonathan Szabo, lead consultant with Meridian Compensation Partners, about the conversations taking places … Continued
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NEW YORK CITY, NY – May 7, 2019 – Meridian Compensation Partners LLC, a leading provider of executive compensation and corporate governance consulting to over 600 major publicly traded and privately held corporations, opened a new office location in New York City at 275 Madison Avenue. With this office opening, Meridian is responding to the … Continued
Meridian Compensation Partners was proud to sponsor the American Foundation for the Blind (AFB) 2019 Leadership Conference held February 27 – March 1, 2019 in Arlington, VA, which covered the most pressing and relevant topics in the field of blindness and offered many opportunities to learn from the best and brightest minds in the field, … Continued
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 to swallow. So how can boards avoid the fall-out around severance pay following an executive … Continued
Given its strong alignment with shareholder value creation, earnings per share (EPS) is a common performance metric selected for short-term incentive and long-term incentive plans. A company’s generally accepted accounting principles (GAAP)-based EPS is equal to its after-tax net income divided by the number of common shares outstanding (either on a basic or fully diluted … Continued
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 CEO pay ratio and preparing for its disclosure. The Tax Cut and Jobs Act eliminated … Continued
As the global economy remains strong, the pace of mergers and acquisitions will remain robust. As such, this is a good time for compensation committees to review change-in control (CIC) protections, including arrangements for severance, payments, and other special benefits that may be tied to displacement caused by mergers, hostile takeovers, or asset liquidation. While … Continued
Executive compensation is complex and institutional investors and proxy advisors are increasingly aggressive and prescriptive in their views of executive compensation. This makes the role of a public company compensation committee complex and demanding. It is now more important than ever that the Committee process is effective and efficient. While great process does not guarantee … Continued
Compensation trends for lead directors and committee chairs have been interesting to follow in the years after Sarbanes-Oxley. Audit committee chairs were the first to be rewarded with higher pay; compensation committee chairs quickly followed suit as issues like Say on Pay came to the forefront. Yet, we still see a significant gap in pay … Continued
The National Association of Corporate Directors (NACD), the authority on boardroom practices representing more than 19,000 corporate board members, announced the 2018 NACD Directorship 100, an annual recognition of the leading corporate directors, corporate governance experts, policymakers, and influencers—leaders who significantly impact boardroom practices and performance. Meridian Compensation Partners is proud to report that both … Continued
[embedyt] https://www.youtube.com/watch?v=oSZ-8hhjzuI[/embedyt] While the Tax Cuts and Jobs Act has brought some positives to the economy and certainly to select individuals, it has also brought some challenges to compensation committees as they try to figure out the correct balance for long-term incentives as part of the executive pay package. In this episode, Bob Romanchek, partner … Continued
Board compensation is always a hot topic for directors, with outside director compensation, lead director compensation, equity grants, the actual value of outside director pay and instances where companies have been sued for excessive outside director pay all front-burner topics. In the video above, Corporate Board Member recently sat down with Bob Romanchek, partner with Meridian Compensation Partners to talk … Continued
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 narrow range, value-wise. Looking back over the past five to seven years, it’s averaged about … Continued
A wave of lawsuits surrounding director compensation surfaced a couple of years ago, often alleging “excessive” pay for boards of directors on a variety of grounds. Because boards set their own pay levels, there are potential legal ramifications due to the “self-dealing” nature of director compensation. While lawsuits were settled and subsequent litigation has subsided, … Continued
Consolidation in the banking industry continues, with more than 200 bank mergers in 2017. Whether your institution is a potential buyer or seller, there are several compensation matters that will need to be addressed proactively. Change-in-Control (CIC) Protections CIC arrangements are particularly important in the banking industry due to the significant consolidation activity. CIC arrangements … Continued
[embedyt] https://www.youtube.com/watch?v=Y8eqctYRuBM[/embedyt] Episode Summary Serving on the compensation committee has become a formidable challenge for most directors regardless of one’s background or career. Not only do compensation committees have to navigate a host of regulations and complex terminology, but over the last several years, shareholders have made a significant push towards transparency on how decisions … Continued
From an executive compensation perspective, boards have an important duty to pay executives appropriately in line with the underlying performance of the company. The age-old issue of paying for performance seems more complex than ever—and more highly scrutinized! The design of short-term and long-term incentive programs needs to align with a company’s business strategy, and … Continued
Introduction Bank executive compensation practices continue to evolve, as does the regulatory influence on pay programs. Eight years after the Dodd Frank Act was signed, incentive compensation rules under Section 956 of the Act remain outstanding and seem unlikely to move forward under the current administration. The 2016 re-proposal of Section 956 regulations included prescriptive … Continued
For the sixth consecutive year, Meridian Compensation Partners was recognized in Consulting magazine’s recently released list of the “Best Small Firms to Work For” in 2017. The rankings are based on an online survey of over 10,000 consultants working for over 300 firms. Meridian ranked #14 on the magazine’s list. Consulting ranked participating firms and … Continued
As published in BankDirector.com By: Susan O’Donnell, Daniel Rodda| SEPTEMBER 13TH, 2017 Since 2010, banks have followed the Interagency Guidance on Sound Incentive Compensation Policies and reviewed their incentive plans to ensure they do not motivate inappropriate risk taking. However, incentive compensation in the retail business lines was often perceived as inconsequential and unlikely to … Continued
Serving on the compensation committee has become a formidable challenge for most directors regardless of one’s background or career. Not only do compensation committees have to navigate a host of regulations and complex terminology, but over the last several years, shareholders have made a significant push towards transparency on how decisions are made. Bob Romanchek, … Continued
From the July/August 2017 issue of NACD Directorship Visit NACDonline.org Meridian Compensation Partners has deep experience working with companies throughout the typical PE ownership life cycle—from public to private and back into the public markets through an initial public offering (IPO). In a recent interview, Meridian’s PE experts—Ryan Harvey, Matthew Isakson, Tom McNeill, and Marc … Continued
The National Association of Corporate Directors (NACD) announced the 2017 NACD Directorship 100, the annual list that recognizes leading corporate directors, governance experts, and other influencers who impact boardroom practices and performance. NACD identifies these outstanding directors and governance professionals whose leadership is exemplary by participating in actual board work and influencing how that work … Continued
Meridian Partner Matthew Isakson joins TK Kerstetter, host of Inside America’s Boardrooms, to discuss “Compensation Committee Best Practices: Pay Increases & Goal-Setting.” [embedyt] http://www.youtube.com/watch?v=bRPVdmcqfyo[/embedyt] Get more insight into compensation committee goal setting from Matt Isakson and Boardroom Resources here: “4 Guiding Perspectives for Compensation Committee Goal Setting.”
Find this article and more in the most recent issue of Equilar C-Suite magazine. Find past issues of C-Suite at Equilar.com. Boards walk a fine line to align director pay with shareholder value By Ryan Villard Boards of directors bridge the gap between investors and their executive teams, providing guidance and holding management accountable … Continued
This article originally appeared on BankDirector.com. Mergers and acquisitions (M&A) can create significant value for shareholders. Accordingly, bank executives should be rewarded when completing and integrating successful transactions. However, in today’s environment of heightened executive pay scrutiny, some approaches to providing additional compensation for M&A can result in criticism from shareholders and advisory firms such … Continued
For the fifth consecutive year, Meridian Compensation Partners was recognized in Consulting magazine’s recently released list of the “Best Small Firms to Work For” in 2016. The rankings are based on an online survey of over 10,000 consultants working for over 300 firms. Meridian ranked #11 on the magazine’s list. Consulting ranked participating firms and … Continued
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 compensation chair is becoming increasingly complex and public-facing. While three years was once a common … Continued
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 business environment. With regulators and investors shining brighter lights on executive pay, much of the … Continued
From the July/August 2016 issue of NACD Directorship Visit NACDonline.org As one of the largest independent advisory firms, Meridian Compensation Partners is uniquely positioned to guide committees through pivotal events such as IPOs, spins, or separations where a company is entering the public markets. In a recent interview, Meridian’s IPO experts Ryan Harvey, Marc Ullman, … Continued
LAKE FOREST, ILL. — July 11, 2016 — Meridian Compensation Partners, LLC, a leading executive compensation and corporate governance consulting firm, announced today that the National Association of Corporate Directors (NACD) has recognized managing partners, Michael J. Powers and Jim Wolf, as being among the nation’s most influential leaders in corporate governance, for the fourth … Continued
[su_youtube_advanced url=”https://www.youtube.com/watch?v=LWvlKEgotvE&feature=youtu.be” width=”700″ height=”420″ responsive=”no” rel=”no” fs=”no”][youtube_channel][/su_youtube_advanced] In this video from NACD Online, Meridian Compensation Partners lead consultant Matt Isakson sits down with Christopher Y. Clark, publisher of NACD Directorship magazine, to discuss executive compensation timelines as part of the Leading Minds of Compensation (West) event. View the entire panel here.
[su_youtube_advanced url=”https://www.youtube.com/watch?v=JMVEeD7uRmc” width=”700″ height=”420″ responsive=”no” rel=”no” fs=”no”][youtube_channel][/su_youtube_advanced] In this video, Meridian Partner Jared Berman sits down with TK Kerstetter of “Inside America’s Boardrooms” to discuss three issues that should be on the compensation committee agenda.
Matt Isakson, lead consultant in Meridian’s San Francisco office, will be participating in an Equilar program titled “Fundamentals for New Public Companies” on May 24, 2016 in East Palo Alto, California. The program will cover a number of relevant issues for companies that have recently gone public. Agenda highlights include: Myths & Realities of Shareholder … Continued
LAKE FOREST, ILL. — March 9, 2016 — Meridian Compensation Partners, LLC, a leading executive compensation and corporate governance consulting firm, announced today the opening of its Los Angeles office, Meridian’s tenth location in North America. Now with two offices in California (San Francisco and Los Angeles), Meridian is poised to expand its West Coast … Continued
In this article from Corporate Board Member‘s Board Governance Series, Bob Romanchek, Partner, discusses pay considerations when hiring a new CEO from outside the organization. This article, which is a condensed, edited version of a webcast available online, is designed to supplement boardroom discussion. A full video presentation and the associated webcasts are available from … Continued