Service Type: Regulatory Issues & Compliance
Committees Responsible for ESG Compensation
New Priorities for Compensation Committees
Going Public – Key compensation issues in preparing for an IPO or SPAC merger
House Passes Bill to Require ESG Disclosures
Compensating for ESG: Challenges and Considerations
Expansion of Compensation Committee Oversight
Paying for ESG
Interim Say on Pay Update
SEC Will Not Enforce Rules Governing Proxy Advisory Firms
SEC Publishes Updated Regulatory Flexibility Agenda
SEC Chair Signals Potential Modification of Rules on 10b5-1 Plans
ARPA Expands Covered Executives, Places New Limits on Compensation Deductibility
ISS Issues Guidance on Select Governance Policies
Meridian Study on Use of ESG Metrics in Incentive Plans
Gary Gensler Confirmed as SEC Chair
How Companies Should Prioritize or Pick What to Measure in ESG
Why ESG Metrics Should be Measured on a 3-year Term
Why Companies Should Consider Incorporating ESG into Their Incentive Plans
Compensating for ESG: You Get What You Pay For
Human Capital Disclosure Overview
Included in $1.9 Trillion Covid-19 Relief Bill is a Modification to 162(m) of the Internal Revenue Code
COVID-19 Impact on Retail Industry Incentive Compensation
ESG and Incentives: Considerations for Small-Caps
LTI Grants in a Volatile Environment
ISS and Glass Lewis Expectations for Executive Pay
How and Why Pre-Commercial Biotech CEO Pay is Different – Part One: Tailoring Pay to the Business
2020 Executive Compensation Trends and Developments
In the past year, several factors have driven change in the executive compensation landscape in the U.S. Each year, Meridian identifies key developments regarding how companies respond to these ever changing conditions. (Read last year’s survey here.) In 2019, numerous factors impacted the U.S. executive compensation landscape. An increased focus on environmental sustainability, diversity and inclusion … Continued
Bracing for a New Disclosure Rule on Executive Pay for Performance
A new and mandatory executive pay proxy disclosure requirement is about to hit. A remnant of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, this pay-for-performance disclosure rule will become effective for most public companies shortly after the US Securities and Exchange Commission (SEC) officially posts the final rules and a related comment … Continued
New Tax Rules for Stock Options Delayed; Other Updates
As 2019 comes to a close, this alert provides updates on three fronts: ▪ The implementation date for changes to the taxation of stock options in Canada has been delayed. ▪ A new position paper on the use of non-GAAP performance measures has been released by the Canadian Coalition for Good Governance (CCGG). ▪ Proxy … Continued
Executive Pay Outreach
Historically, a company’s communication with investors has been centred around the quarterly tion of financial business results and forward-looking guidance, along with year- end results. However, developments over the past several years have led companies to engage with major institutional investors on a more frequent and individualized basis on executive compensation matters. The case for … Continued
Prepping Your Clawback Policy for Prime Time
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
UPDATE: Draft Legislation Released Changing Tax Treatment of Stock Options Effective January 1, 2020
The budget proposed to eliminate the preferential tax treatment of stock options, above an annual $200,000 face value, for large, long-established, mature firms. (See Meridian’s update here for details of the original proposal.) The highlights of the implementation language include: The new tax rules will take effect for grants made on or after January 1, … Continued
Why Wait for Congress (and the SEC) Before Reviewing Your 10b5-1 Plan?
The bill includes six procedural restrictions for the SEC to study for consideration as potential amendments to Rule 10b5-1. The proposed restrictions prescribe a reasonable approach for administering plans based on sound governance practices. One might wonder why companies would wait for Congress (and the SEC) when they could consider these changes now. The SEC … Continued
The Revival of Excise Tax Gross-Ups?
This potential wave has generated questions about Change-in-Control (CIC) severance protections, amplified by the significant coverage of Anadarko’s last minute enhancements to its CIC severance programs (see article). The Anadarko enhancements included elevated severance benefits and the re-insertion of excise tax gross-ups. Most companies, including Anadarko, eliminated the use of excise tax gross-ups in new … Continued
Mandatory Say on Pay Advisory Vote and Clawback Policy Disclosure Come to Canadian Companies
The newly introduced Bill to implement the federal government’s budget measures includes proposals that will, if enacted, require publicly-traded companies incorporated under the Canadian Business Corporations Act (CBCA) to: 1. Hold an annual non-binding shareholder vote on the executive compensation approach (i.e., a “Say on Pay” vote). 2. Develop an approach to compensation of directors … Continued
Economic Value Added—New Governance Considerations
ISS’s introduction of EVA metrics is likely to foster discussion among compensation committees about the nature, merit and implication of these metrics. EVA may also be of interest among institutional investors as an additional lens to assess pay and performance alignment. This Client Update provides an overview of EVA, how ISS intends to use it … Continued
2019 Federal Budget: Changes to Tax Treatment of Stock Options
The government has proposed to limit the preferred tax treatment for stock options. Currently options are eligible for a deduction the effect of which is to tax them at one-half the ordinary income tax rate (similar to capital gains treatment). There are two proposed exemptions to this change: 1. The proposed rule will only affect … Continued
Addressing Increased Scrutiny on Director Compensation: A Call to Action
Until recently, outside director compensation has not been subject to similar scrutiny primarily due to the narrow range of pay practices for directors, in both pay value and design/delivery. However, a new heightened level of scrutiny is now being applied to outside director pay. This has prompted many companies and their boards of directors to … Continued
Pay Trends in the Financial Services Industry
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 team that specializes in serving financial services organizations. Susan O’Donnell and Daniel Rodda, partners at … Continued
Long-Term Incentives: Compensation Committee Challenges
[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
Hot-Button Board Compensation Issues
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
Avoiding Action on Director Pay
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
The CEO Pay Ratio: What to Expect This Proxy Season
As the Dodd-Frank-mandated CEO pay ratio looms large this proxy season, many boards and compensation committees have already completed their calculations and are awaiting the impact. Added as a last-minute mandate to the Dodd-Frank Act in 2010, the CEO pay ratio was established in response to mounting discontent with the widening gap between executive and … Continued
Five “Must Know” Aspects of the Compensation Committee Process
[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
Executive Compensation in the Banking Industry
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
Bob Romanchek on Inside America’s Boardrooms
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
How to Get Your Share Plan Approved
Approximately 25 percent of U.S. public companies will be asking shareholders to approve a new or amended share plan this proxy season. Since most companies do not revise share plans on an annual basis, boards may want a refresher on issues to consider when seeking shareholder approval. When asking for approval of a share plan, … Continued
House Committee Approves Bill to Repeal Key Provisions of Dodd-Frank
The principal focus of the CHOICE Act is the banking provisions of Dodd-Frank and the Consumer Financial Protection Bureau. In addition, the CHOICE Act includes provisions relating to agency rulemaking requirements, judicial review of agency actions and capital formation. In the context of executive compensation and corporate governance, if ultimately approved by Congress, the CHOICE … Continued
Controlling Activist Investors
While we wait to see what deregulation might come out of the new administration regarding Dodd-Frank or other executive compensation regulations, the Texas legislature might take a huge step in favor of corporate boards and management. A bill currently pending in committee in the Texas legislature would impact any company headquartered in Texas, which includes … Continued