The fundamentals of good compensation committee governance have evolved over the years as executive compensation has become more complicated, more visible and more controversial. The goals of such processes are to ensure that the following goals are met: Enough time is provided to consider proposals in full, from multiple angles; Appropriate competitive information and analysis … Continued
It is good governance to establish in advance a Compensation Committee Calendar for the full year. Topics and timing should be pre-determined and agreed-upon. Following is a sample calendar. Executive sessions are presumed to take place at each meeting. First Quarter Approve merit budgets, salary increases and other changes to pay opportunities Evaluate CEO and … Continued
The Basics What are change-in-control arrangements? Executive change-in-control arrangements generally refer to any severance, payments or special benefits that are provided to an individual in connection with a change in control (CIC) of the company. A CIC is typically defined to include such transactions as a merger in which the executive’s company is the smaller … Continued
The Basics What are executive severance arrangements? General executive severance arrangements generally refer to any severance, payments or special benefits that are provided to an individual due to a termination from the company. General severance is provided for terminations not related to a change in control (“CIC”). CIC-severance arrangements are a separate topic. Typically, general … Continued
The Basics What are stock ownership guidelines? A stock ownership guideline is a policy created by the compensation or governance committee which establishes the level of stock ownership that is expected for the executives or outside directors of a company. A majority of public companies in the U.S. and Canada now have ownership guidelines for … Continued
Overall Compensation Design Non-executive members of corporate boards are generally paid for their service. The overall compensation structure typically includes an annual retainer, committee meeting fees and/or retainers, and a non-retainer equity grant. In recent years, many companies have adopted a structure with a higher retainer and no meeting fees. The actual level of pay … Continued
Meridian Compensation Partners was named one of the 2015 “Best Firms to Work For” by Consulting magazine. From a pool of more than 300 firms, Meridian placed 2nd in the Best Small Firms category, up from 10th in 2014. This marks the fourth year that Meridian has received this honor — in just over five … Continued
NACD Directorship magazine recently announced its honorees for its 2015 Directorship 100. Meridian Compensation Partner’s Michael Powers and Jim Wolf were both included in the list, for the third year in a row. With the Directorship 100, NACD identifies the most influential people in the boardroom community for a given year, including governance experts, journalists, … Continued
Introductory Comments from Matt Isakson, Lead Consultant As discussed last week in Seattle, the Compensation Committee’s review of management’s proposed goals is now a primary focus for directors. There are many tools available to the Compensation Committee to help assess the goals from an objective perspective. On a related note, the SEC’s proposed no fault … Continued
Meridian Compensation Partners is an independent consulting firm advising clients on executive compensation and governance matters. While Meridian serves companies in all industries, a dedicated team of consultants specializes in assisting compensation committees for financial services companies. Meridian’s Susan C. O’Donnell and Daniel Rodda fielded questions about the issues unique to this industry. What are … Continued
Meridian Compensation Partners, LLC, a leading executive compensation and corporate governance consulting firm, announced today the opening of its San Francisco office, Meridian’s ninth location in North America. Leading Meridian’s presence in San Francisco is Matthew (Matt) Isakson, Lead Consultant. Matt has been with Meridian since the firm’s founding in 2010, and has broad experience … Continued
Watch Bob Romanchek, Partner, join TK Kerstetter, host of “Inside Boardrooms,” to discuss… “Is Your Compensation Committee Ready For What Lies Ahead?”
As banks prepare for their annual shareholder meetings, most will have a say-on-pay vote where shareholders indicate whether they support the executive compensation program. This process has pressured companies to improve their compensation disclosures and clearly explain their pay practices and decisions. Today’s bank boards should engage with shareholders to understand their evolving perspectives on … Continued
Hiring and retaining the right hospital leaders and ensuring that they achieve the organization’s goals are among the board’s most important functions, and executive compensation plays a major role in the success of those efforts. However, preconceived notions about executive compensation may hurt hiring and retention efforts. By taking a closer look at 10 long-standing … Continued