Key Takeaways:

00:00 Introduction.

01:06 Compensation committees are preparing for a pivotal year driven by regulatory and proxy advisor developments.

02:03 New SEC leadership has reopened discussions around executive compensation disclosure rules.

05:06 Pay versus performance and CEO pay ratio disclosures continue to draw criticism despite being mandated by Dodd-Frank.

07:30 Possible disclosure changes could influence how committees approach pay design decisions.

09:54 Proxy advisors are facing renewed political, legal and regulatory scrutiny.

11:33 ISS is moving its pay-for-performance analysis from a three-year to a five-year timeframe.

13:19 Longer vesting and retention requirements introduce uncertainty into acceptable pay structures.

17:23 Glass Lewis is revising its benchmarking and pay-for-performance evaluation methodology.

21:33 Tariffs and economic uncertainty are complicating goal-setting and payout discussions for future cycles.

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC

Key Takeaways:

00:00 Introduction.

02:33 Equity programs need board oversight because expense and dilution directly affect shareholders.

04:49 Run rate tracks annual shares granted versus common shares outstanding.

07:06 Share price swings can inflate run rate, so benchmark total grant value against peers, revenue or profit.

10:21 Equity depth in the org and vehicle mix are major drivers of dilution.

10:56 Stock options usually require more shares than full-value awards to deliver the same value.

15:33 To stretch a low reserve, shift equity mix, use more cash, delay or split grants, or use inducement awards for new hires.

24:23 Even if proxy advisors flag a plan, reasonable share requests typically pass with proactive shareholder outreach.

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC

Jeff and Ron break down the purpose of stock ownership guidelines, how they support alignment with shareholders and why companies should revisit these policies as their compensation programs evolve. They outline how guidelines are typically structured, what counts as ownership, how external stakeholders evaluate them and the growing use of holding requirements as a complement or alternative to traditional ownership timelines.

Key Takeaways:

00:00 Introduction.

02:02 Ownership guidelines encourage executives to think and act like owners.

04:17 Tiered ownership levels help clarify expectations across the leadership team.

07:11 Pay mix influences how quickly executives can reach ownership requirements.

11:16 Ownership guidelines focus on vested value while holding power focuses on unvested awards.

13:07 Participation decisions reflect the company’s culture and overall pay philosophy.

15:58 Companies make judgment calls on which share types to count toward ownership.

24:30 Holding requirements help executives build and maintain ownership over time.

28:01 Periodic reviews keep guidelines aligned with market practice and business needs.

Resources Mentioned:

Jeff Keckley

https://www.linkedin.com/in/jeffkeckley/

Ron Rosenthal

https://www.linkedin.com/in/ron-rosenthal-a48ab5ab/

Meridian Compensation Partners, LLC

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC

Key Takeaways:

00:00 Introduction.

03:10 Executive chairs combine board leadership with active strategic involvement.

04:22 Non-executive chairs focus on oversight and governance.

06:54 Among large US companies, the executive chair role remains relatively uncommon.

08:33 Stability and continuity support leadership change.

10:32 Early deliberate discussion strengthens compensation planning.

11:39 Incentive design aligns with responsibilities and time in role.

14:38 Day-to-day involvement and CEO mentorship distinguish this role.

22:12 Clear duties and communications enable effective governance.

Resources:

Virginia Rhodes

https://www.linkedin.com/in/virginia-rhodes-b361251/

Meridian Compensation Partners, LLC

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.



#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

He explains what qualifies as an annual incentive plan, how organizations can align incentives with shareholder value and the balance between financial and non-financial measures. Jared also breaks down payout structures, the role of individual performance and common pitfalls that boards should avoid when designing plans.

Key Takeaways:

00:00 Introduction.

02:00 Annual incentives are defined by timeframe rather than form of compensation.

03:32 Selecting performance metrics involves aligning with priorities and benchmarking.

09:39 Payout structures should follow a range rather than extremes.

11:14 Thresholds and maximums are common features in payout design.

13:02 Plans may include modifiers or adjustments to drive specific behaviors.

14:08 Sharing ratios are useful for evaluating profit distribution.

15:11 Measuring individual performance at senior levels presents unique challenges.

Resources Mentioned:



Jared Berman

https://www.linkedin.com/in/jared-berman-3950884/

Meridian Compensation Partners, LLC

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

00:00 Introduction.

02:00 Market benchmarking establishes reasonable executive pay.

04:11 Fair comparisons require companies of similar complexity.

05:13 Comparables provide structure in pay assessment.

06:34 Peer groups work best with a balanced sample.

08:08 Size matters but doesn’t always show complexity.

09:22 Broader factors such as reach and workforce refine groups.

10:05 Avoid selecting peers based only on performance.

12:07 Benchmarking centers on the most senior executives.

Resources Mentioned:

Jared Berman

https://www.linkedin.com/in/jared-berman-3950884/

Meridian Compensation Partners, LLC

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

00:00 Introduction.

02:37 Holding power serves as a critical measure of executive retention.

07:41 Assessing outstanding awards and their value.

11:11 Volatile share prices require thoughtful approaches to measurement.

12:57 Design elements can impact the stability and effectiveness of holding power.

15:45 Committees can take targeted actions when holding power appears insufficient.

18:56 Ongoing review ensures retention, alignment and governance objectives are met.

Resources Mentioned:

Jim Kzirian

https://www.linkedin.com/in/james-jim-kzirian-86132a2/

Meridian Compensation Partners, LLC

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

00:00 Introduction.

02:32 The balance between retaining executives and aligning pay with shareholder outcomes.

04:12 How compensation programs support, rather than drive, business strategies.

06:26 The importance of aligning incentive structures with company goals over different time horizons.

07:57 Why evaluating potential pay outcomes helps manage performance and risk.

09:32 When simplified metrics can effectively align incentives with shareholder interests.

11:04 Identifying risks of focusing too heavily on retention over accountability.

14:35 Adapting performance measurement periods to match business predictability.

18:19 The need to balance regulatory guidance with company-specific priorities.

23:52 Why straightforward program designs often achieve stronger outcomes.

Resources Mentioned:

Jim Heim

https://www.linkedin.com/in/jimheimcompensationconsultant/

Kartik Balaram

https://www.linkedin.com/in/kartik-balaram-9273604/

Meridian Compensation Partners, LLC

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

(02:29) Perquisites are subject to specific tax and disclosure regulations.

(04:50) Financial planning support is seen as a tool for risk reduction.

(07:10) The use of allowances has grown as a streamlined approach.

(09:14) Some traditional perks are regaining popularity.

(10:45) Security-related benefits are increasingly relevant.

(13:47) Board approval often involves third-party risk assessments.

(19:22) External advisory opinions may influence, but rarely override, decisions.

(21:44) Companies are re-evaluating executive security and related disclosures.

Resources Mentioned:

Patrick Powers

https://www.linkedin.com/in/patrick-powers-678b8694/

Rosie Newman

https://www.linkedin.com/in/rosie-newman-35335925/

US Securities and Exchange Commission

https://www.sec.gov/

UnitedHealthcare

https://www.uhc.com/

Meridian Compensation Partners, LLC

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

(02:26) Use lighter meeting agendas to focus on strategic priorities.

(06:20) Revisit compensation philosophy and its connection to guiding principles.

(06:48) Assess whether performance outcomes reflect compensation payouts.

(08:53) Conduct benchmarking to identify alignment or deviation from market trends.

(10:16) Review potential liabilities and risks across compensation programs.

(13:21) Improve proxy clarity and ensure messaging aligns with pay practices.

(14:36) Use compensation design to support investor relations.

(15:05) Incorporate shareholder feedback into future planning.

Resources Mentioned:

Chris Havey

https://www.linkedin.com/in/chris-havey-12a5118/

Meridian Compensation Partners, LLC

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways: 

(03:46) Most large public companies engage with shareholders regularly, often well before proxy season.

(06:06) Engagements often occur in late summer and fall when proxy advisors and shareholders are most receptive.

(06:53) Ongoing dialogue with shareholders is crucial for building trust and addressing concerns proactively.

(08:10) The compensation committee chair or a non-executive chair typically participates in engagements.

(09:17) Proxy solicitors and investor relations teams play key roles in arranging discussions.

(11:25) Robust proxy disclosure improves transparency, including details on the nature and outcomes of shareholder engagements.

(13:00) Companies receiving less than 70% approval on say on pay votes should engage with shareholders to address concerns.

(13:31) Companies must avoid disclosing material non-public information to individual shareholders during engagements.

(15:22) Consult counsel and take their advice on proper methods to reveal material non-public information. 

Recources Mentioned:

Tom McNeill

https://www.linkedin.com/in/tom-mcneill-87722312/

Donald Kalfen

https://www.linkedin.com/in/donald-kalfen-baa44b30/

Meridian Compensation Partners, LLC

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

(01:15) Total shareholder return is essential, plus profitability and other financial metrics relevant to the company.

(05:30) Treatment of performance plans requires judgment when analyzing pay.

(08:40) Overlapping cycles and grant timing complicate pay-performance analysis. No perfect solution exists.

(13:02) The CEO is central to focus on.

(17:41) Pay versus performance analysis is fundamentally a governance tool for committees.

(20:22) SEC disclosure rules focus on individuals and accounting values rather than pay structures.

Resources Mentioned:

Jamie McGough -

https://www.linkedin.com/in/jamie-mcgough-2007a9a/

Meridian Compensation Partners, LLC | LinkedIn -

https://www.linkedin.com/company/meridian-compensation-partners-llc/

Meridian Compensation Partners, LLC | Website -

https://www.meridiancp.com/

This episode is a repost of a previously released conversation with Jamie McGough, Partner at Meridian Compensation Partners, LLC. Given the continued relevance of this discussion, we are sharing it again for our listeners.

Jamie discusses strategies for evaluating the alignment between executive pay and company performance.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Gerard and Edward break down the critical aspects of equity retirement provisions and their significant role in executive transitions. They explore how defining retirement and aligning equity policies with organizational goals can influence seamless leadership successions.

Key Takeaways:

(02:20) Equity compensation forms a significant part of executive pay.

(04:23) Committees should align retirement and equity policies with market practices.

(06:33) Programs must work in harmony to ensure equity consistency.

(08:58) Committees should review equity treatments annually and during major transitions.

(11:10) Retirement definitions like 60 and five attract late-career hires.

(15:11) Standardized retirement definitions avoid one-off negotiations.

(18:32) Clear retirement policies ensure balanced executive transitions.

(20:02) Align policies, coordinate plans and require notice.

(23:15) Disclosure of retirement notice depends on legal guidance and circumstances.

Resources Mentioned:

Gerard Leider -

https://www.linkedin.com/in/gerard-leider-7348501/

Edward Hauder -

https://www.linkedin.com/in/edwardhauder/

Meridian Compensation Partners, LLC -

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

(02:49) Committees should add pay analysis, say on pay prep, share plan reviews, charter updates and program audits to 2025 agendas.

(05:04) Realizable pay aligns pay with performance; holding power supports long-term retention and shareholder interests.

(11:36) Modeling tests and addressing disclosure concerns reduce risks of negative say on pay recommendations.

(17:31) Equity usage analyses balance talent strategy, shareholder interests and program sustainability.

(21:32) Annual equity reviews track effectiveness; peer benchmarking can be periodic based on industry needs.

(23:01) Annual charter reviews and human capital focus align committees with governance priorities.

(26:48) Holistic audits keep compensation programs competitive, strategic and best-practice aligned.

(29:11) Regular audits address regulatory changes and ensure severance plans and stock guidelines stay competitive.

Resources Mentioned:

Tina Murphy -

https://www.linkedin.com/in/tina-murphy-8a63ab8/

Daniel Rodda -

https://www.linkedin.com/in/daniel-rodda-756b2b/

Meridian Compensation Partners, LLC -

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

(01:43) Overview of Meridian's corporate governance and incentive design study.

(03:41) How companies expanded clawback policies beyond SEC regulations.

(06:00) The increase in coverage for clawback policies across broader employee groups.

(09:37) Board refreshment trends, including director tenures and overboarding policies.

(11:48) The role of term limits and retirement ages in board refreshment.

(14:46) How companies are disclosing pay versus performance, with a shift away from tailored disclosures.

(17:17) The role of compensation committees in pay-for-performance discussions.

(18:24) The continued use and evolution of TSR (total shareholder return) as a performance metric.

Resources Mentioned:

Sam Bricker -

https://www.linkedin.com/in/sam-bricker-495393104/

Tyler Papineau -

https://www.linkedin.com/in/tyler-papineau-b95604204/

Meridian Compensation Partners, LLC -

https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

(02:30) Common financial metrics used in annual incentive plans. 

(04:29 ) Differences between hardwired and discretionary adjustments in incentive plans. 

(05:58) Why making adjustments should be guided by business principles, not rules. 

(08:11) Guidelines for determining when adjustments are appropriate. 

(09:54) The impact of management decisions on incentive plans and compensation. 

(13:25) Importance of well-documented frameworks for executive committees. 

(16:25) How communication between management and the board influences adjustments. 

(19:42) The significance of external and internal perceptions when making adjustments.

Resources Mentioned:

Matt Seto - https://www.linkedin.com/in/mattseto/

Adam Hearn - https://www.linkedin.com/in/adam-hearn-870b638/

Meridian Compensation Partners, LLC - https://www.meridiancp.com/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Jonathan and Mike dive deep into the complexities of establishing meaningful goals for incentive plans. They share practical strategies for setting both short-term and long-term goals that align company performance with desired executive behaviors.

Key Takeaways:

(02:22) Compensation philosophy provides blueprints for decision-making.

(04:02) Philosophical discussions around goal setting are crucial.

(04:46) Involving members of the audit committee can enhance goal-setting.

(07:17) Adjustments to incentive plans require consistent methodology.

(07:37) Factors like internal budgets and historical performance impact goals.

(12:01) Committees should consider economic predictability when setting goals.

(17:20) Strategies for uncertain times include setting growth rate targets.

(21:40) Approaches differ for short-term vs. long-term incentives.

Resources Mentioned:

Jonathan Szabo - https://www.linkedin.com/in/jonathan-szabo-13045493/

Mike Meyer - https://www.linkedin.com/in/mike-meyer-626a6071/

Meridian Compensation Partners, LLC - https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

(01:16) Change in management increases retention risks.

(01:47) High executive turnover in healthcare and technology sectors.

(03:16) Retention is not about keeping 100% of executives.

(04:20) Lack of a good succession plan can be a retention destroyer.

(05:20) Outdated compensation designs harm retention efforts.

(08:11) Strategic direction and investment in people support retention.

(12:15) Annual compensation programs should drive retention.

(15:33) Special retention awards should be carefully structured and justified.

(18:13) Proactive shareholder communication can mitigate criticism of retention awards.

Resources Mentioned:

Laura Hay - https://www.linkedin.com/in/laurahay/ Meridian Compensation Partners, LLC - https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Darren dives into the critical aspects of executive compensation arrangements, especially focusing on the implications of executive departures, severance practices and the recent Federal Trade Commission (FTC) rulings on non-compete restrictions.

Key Takeaways:

(00:20) The importance of considering annual and long-term incentives during executive departures.

(01:04) Overview of typical severance approaches: general severance vs. change-in-control severance.

(03:35) Understanding the commercial and reputational reasons for severance plans.

(06:00) Historical context and evolution of severance practices since the 1980s.

(08:00) Differentiation between general severance and change-in-control severance benefits.

(09:20) The impact of FTC’s new rulings on non-compete provisions.

(13:19) Potential changes in executive compensation programs due to new FTC regulations.

(20:30) Exploring the concept of garden leave as a potential alternative to non-compete agreements.

(24:42) How non-solicitation and confidentiality agreements might be affected by FTC changes.

(27:03) Immediate steps companies should consider in response to potential FTC regulations.

Resources mentioned:

Darren Moskovitz - https://www.linkedin.com/in/darren-moskovitz-00b42b/

Meridian Compensation Partners, LLC - https://www.meridiancp.com/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

(01:33) Michael outlines the typical components of executive compensation packages.

(05:11) Common scenarios where special compensation awards are beneficial.

(07:06) The benefits of accomplishing goals using the existing compensation plan over instituting special equity awards.

(09:39) Principles for designing effective and justified special awards.

(11:58) The importance of aligning special awards with company goals and shareholder expectations.

(16:28) Discussion on setting realistic and strategic performance goals for special awards.

(19:54) Special awards should not be a replacement for solid compensation structure.

Resources Mentioned:

Michael Britton - https://www.linkedin.com/in/michael-brittian-4896201/

Meridian Compensation Partners, LLC - https://www.meridiancp.com/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

On today’s episode, we’re joined by Andrew McElheran, Partner at Meridian Compensation Partners, LLC.

Andrew dives deep into the complexities of establishing resilient executive compensation frameworks amid the uncertainties of the global economic landscape.

Key Takeaways:

(01:33) Managing a corporation involves addressing classic business challenges and creating effective compensation arrangements in uncertain times.

(02:19) Resilient compensation designs are those that stand the test of time and do not require frequent revisions.

(03:46) A balance between market-aligned compensation plans and business objectives is crucial for resilient design.

(05:00) Simplicity in compensation design can lead to resilience, but it must also align with other business goals like shareholder alignment.

(06:07) The resilience of compensation plans can vary based on a company’s pay philosophy and its comfort with using discretion in performance assessment.

(09:20) Incorporating flexibility and discretion in executive compensation plans can add resilience, reflecting the need to adapt to unpredictable circumstances.

(11:21) Setting goals that balance ambition with achievable targets can enhance the resilience of compensation programs.

(13:44) Testing the resilience of compensation frameworks can help ensure they are robust enough to withstand future challenges.

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Jared discusses the nuances of executive compensation governance, including the appropriate roles of the compensation committee, management team and advisors in the oversight process.

Key Takeaways:

(01:27) Governance involves defining the roles of the compensation committee, management and advisors in overseeing executive pay.

(02:28) Compensation committees typically meet four to five times annually.

(03:54) Clearly defining the committee’s charter and scope is crucial to avoiding ambiguity over decision-making authority.

(06:43) While management should drive incentive plan design aligned with business strategy, the board ultimately approves proposals in shareholders’ interests.

(13:09) Since COVID, incorporating strategic and non-financial priorities in incentive plans has become a growing trend.

(19:46) Advisors should share candid perspectives based on new information to foster thoughtful committee dialogue.

Resources Mentioned:

Jared Berman - https://www.linkedin.com/in/jared-berman-3950884/ Meridian Compensation Partners, LLC - https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

On today’s episode, we’re joined by Jamie McGough, Partner at Meridian Compensation Partners, LLC.

Jamie discusses strategies for evaluating the alignment between executive pay and company performance.

Key Takeaways:

(01:15) Total shareholder return is essential, plus profitability and other financial metrics relevant to the company.

(05:30) Treatment of performance plans requires judgment when analyzing pay.

(08:40) Overlapping cycles and grant timing complicate pay-performance analysis. No perfect solution exists.

(13:02) The CEO is central to focus on.

(17:41) Pay versus performance analysis is fundamentally a governance tool for committees.

(20:22) SEC disclosure rules focus on individuals and accounting values rather than pay structures.

Resources Mentioned:

Jamie McGough - https://www.linkedin.com/in/jamie-mcgough-2007a9a/

Meridian Compensation Partners, LLC - https://www.meridiancp.com/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

On today’s episode, we’re joined by George Paulin and Gerard Leider, both partners at Meridian Compensation Partners, LLC. George and Gerard discuss executive compensation and annual incentive plan design.

Key Takeaways:

(02:33) Typical annual incentive plans use financial metrics tied to business goals and strategy.

(04:13) The most common financial metrics are profits, returns or cash flow.

(08:23) Companies are moving away from formulaic threshold-to-maximum goal ranges.

(11:18) Macroeconomics creates uncertainty in annual planning and goal setting.

(15:16) Realistic goal setting is crucial, especially in down years.

(19:59) Find the balance between performance risk and leverage in payout curves.

(20:42) Set motivational yet achievable goals.

Resources Mentioned:

George Paulin - https://www.linkedin.com/in/george-paulin-2b9b5111/

Gerard Leider - https://www.linkedin.com/in/gerard-leider-7348501/

Meridian Compensation Partners, LLC - https://www.meridiancp.com/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

On today’s episode, we’re joined by Meridian Compensation Partners, LLC’s Christina Medland, Managing Partner, and Mike Rourke, Lead Consultant. Christina and Mike discuss executive compensation through an activist investor lens.

Key Takeaways:

(01:23) Activist investors view compensation alignment as a barometer of the pay-for-performance relationship. 

(06:48) Activists flag supplemental benefits, tax gross-ups, discretionary adjustments and aspirational peer groups as concerning.

(08:11) Activists want strong links between realized pay and performance.

(13:21) Activists compare incentive targets and resulting payouts to close business comparators. 

(20:17) Be transparent in CD&As using graphics and tables. Provide business context supporting pay outcomes.

(21:30) With diverging investor policies, committees must do what’s right for their business first when setting pay.

(23:15) Underperforming companies with sound business strategies and timing transparency retain more shareholder support.

Christina Medland - https://www.linkedin.com/in/christina-medland-09450b17/?originalSubdomain=ca Mike Rourke - https://www.linkedin.com/in/mike-rourke-1668371a/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Key Takeaways:

(02:21) Prepare executive compensation programs in advance for future mergers and acquisitions transactions.

(04:20) Use double trigger vesting for equity awards, except when the buyer won't assume awards.

(08:29) Cover annual incentives and have prorated payout provisions.

(13:16) Ensure severance arrangements address parachute payment tax issues.

(15:15) Use special retention awards selectively for critical talent.

(17:31) Distinguish between pre-close and post-close retention strategies.

(23:45) Understand key concepts of 280G excise tax rules.

Robert Romanchek - https://www.linkedin.com/in/robert-romanchek-36a4bb1a/ Mike Withey - https://www.linkedin.com/in/mike-withey-81829217a/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Michael and Ryan discuss the nuanced approaches and considerations involved in compensating board members and transitioning CEOs.

Key Takeaways:

(01:10) An overview of the three major components of director compensation: retainers, equity awards and committee pay.

(05:34) Equity grants are the majority of a director's total annual compensation.

(07:55) Exploring the trend of moving away from stock options due to misalignment with a director's fiduciary role.

(08:13) Discussing a lack of incentive or performance-based compensation for directors.

(12:11) Governance considerations around directors approving their own pay packages.

(15:26) Why the recent Tesla lawsuit settlement related to director pay.

(18:01) Exploring compensation for board leadership roles like Chair, Lead Director and Executive Chair.

Resources Mentioned:

Michael Powers - https://www.linkedin.com/in/michael-powers-6606546/

Ron Rosenthal - https://www.linkedin.com/in/ron-rosenthal-a48ab5ab/ Meridian Compensation Partners, LLC - https://www.linkedin.com/company/meridian-compensation-partners-llc/

S&P 500 Director Pay Trend Report -

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

James and Chris discuss total shareholder return (TSR) as a long-term incentive metric, when to use it and some challenges associated with it.

We focus on:

- What exactly is TSR and what does it measure?

- How frequently TSR is used and which industries use it most.

- The reasons why a company would consider using TSR.

- Common challenges with TSR.

- Using TSR as an absolute metric.

- Key trends around TSR and its use in long-term incentive plans.

James Kzirian - https://www.linkedin.com/in/james-jim-kzirian-86132a2/

Chris Havey - https://www.linkedin.com/in/chris-havey-12a5118/

Meridian Compensation Partners, LLC - https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting⁠ MeridianCP.com⁠.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

They’re here to talk about the recently finalized SEC clawback rules, which companies must comply with by the end of this year.

We cover:

- The broader impact of the SEC clawback rules.

- High-level principles to consider when designing incentive arrangements and compensation structures.

- Will the new SEC rules impact compensation and incentive design?

- Some potential unforeseen impacts of the rules.

- How the rules could change the metrics that companies focus on.

- Challenges around calculating share-based clawback.

- Will there be a movement toward more deferred settlement in compensation structures and incentives?

Matthew Isakson⁠ - https://www.linkedin.com/in/matthew-isakson-71702513/ Patrick Powers⁠ - https://www.linkedin.com/in/patrick-powers-678b8694/ Meridian Compensation Partners, LLC - https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

We talk about:

- What does executive compensation have to do with CEO succession?

- Common roles within the company that departing CEOs may transition to.

- How CEO transition dynamics have changed over time.

- Considerations around the executive chair role.

- How to think about compensation when it comes to other potential post-CEO roles.

- Areas where you might need to exercise caution.

- The importance of planning ahead.

Jim Heim - https://www.linkedin.com/in/jimheimcompensationconsultant/

Dean Chaffee - https://www.linkedin.com/in/dean-chaffee-359900101/

Meridian Compensation Partners LLC - https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#ceosuccession #ceopay #executivecompensation

Jeff and Caroline are here to talk about engagement with shareholders on executive compensation issues. We discuss:

- What exactly does shareholder engagement mean?

- What’s driving increased shareholder engagement?

- The benefits of engaging with shareholders.

- How often should you engage with shareholders?

- How to approach and prepare for a meeting with shareholders.

- What kind of feedback to expect and what to do with it?

- Using the information you’ve gathered in proxy disclosures.

Jeff Keckley - https://www.linkedin.com/in/jeff-keckley-a812251a/

Caroline Montalbano - https://www.linkedin.com/in/caroline-montalbano-095b675/

Meridian Compensation Partners LLC - https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity

We cover:

- What should companies be doing in advance to plan for a CEO transition?

- Best practices for dealing with an unexpected transition.

- Compensation considerations when making an internal promotion to CEO.

- Do CEOs ever receive large awards on promotion?

- Best compensation practices when hiring a CEO outside the company.

- The value of having a good internal succession plan.

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#Compensation #Wages #SPAC #Equity

We talk about:

- The new pay-versus-performance disclosures and their impact on companies.

- Unusual outcomes such as large negative compensation amounts.

- Common trends around disclosures.

- How can companies comply with the SEC’s clawback rules?

- Understanding the SEC’s 10b5-1 rules and how to comply.

- What’s on the horizon that companies should be aware of?

Donald Kalfen - https://www.linkedin.com/in/donald-kalfen-baa44b30/ Meridian Compensation Partners - https://www.linkedin.com/company/meridian-compensation-partners-llc/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#compensation #wages #spac #equity

We talk about:

- How to manage compensation in an incredibly uncertain economy.

- The importance of basic standards around compensation plans.

- How companies should think about metrics in uncertain times.

- What adjustments should companies be making?

- Is it ever right to make modifications to long-term rewards?

- Ways to approach long-term and multi-year incentives.

Meridian Compensation Partners, LLC - https://www.linkedin.com/company/meridian-compensation-partners-llc/ Tom McNeill - https://www.linkedin.com/in/tom-mcneill-87722312/

Tracy Glassel - https://www.linkedin.com/in/tracy-glassel-4683281b/

This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com.

#compensation #wages #spac #equity

- Why it’s so important to get best practices in place here.

- Some key processes committees use to manage the complexities around executive compensation.

- The role of the chair in decision-making.

- How business strategy impacts compensation decisions.

- Does the CEO ever participate in meetings?

- The importance of an annual calendar.

- How to think about optics and decisions that could be challenging when viewed externally.

- The value of having an external advisor.

Meridian Compensation Partners, LLC - https://www.linkedin.com/company/meridian-compensation-partners-llc/

David Bixby - https://www.linkedin.com/in/davidbixby/

Andrew Stancel - https://www.linkedin.com/in/andrew-stancel-87233936/

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting https://www.meridiancp.com/.



#compensation #wages #equity

- In a time of changing economic circumstances, how are both industries thinking about talent?

- As major banks and technology firms shift their location strategy, will we see a change in pay models?

- In the wake of new regulations around pay disclosure, will this affect how firms hire top talent?

#compensation #wages #equity

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting https://www.meridiancp.com/.

In this podcast, Daniel Rodda, Partner at Meridian Compensation Partners, and Laura Hay, Lead Consultant for Meridian, break down what companies need to know as they begin this process.

You’ll learn:

-The rationale behind the new Pay-versus-Performance Disclosure and its key requirements.

-What data should be included in the table and what should be included in the narrative to provide further context.

-The options companies have for selecting that data, from peer group selection to specific performance metrics.

-How companies will calculate “compensation actually paid” and why it’s so complicated.

-Key considerations for communicating the pay-for-performance story clearly and effectively.

-Potential impacts on shareholder perceptions and proxy advisor evaluations.

-What companies should be doing now to get the ball rolling.

… and more!

After you listen, visit MeridianCP.com to learn more about Meridian Compensation Partners.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

#compensation #wages #spac #equity

- Best practices for presenting data to a compensation committee, with a focus on process best practices.

- Relevant market data sources to consider, and the tradeoffs of using proxy peer group data and survey data.

- How to account for benchmarking of roles that are unique in the marketplace.

- Dealing with year-over-year volatility in market data.

- Going beyond the market data: The implications of real retention risk, role criticality, tenure and internal equity.

#compensation #executivecompensation #equity

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

Resources:

- Meridian Compensation Partners - Twitter - https://twitter.com/meridiancp

- Meridian Compensation Partners - Facebook - https://www.facebook.com/meridiancp/

- The Executive Compensation Podcast - https://www.meridiancp.com/insights

This episode features Andrew McElheran, Partner and Lead Consultant at Meridian Compensation Partners, and Michael Meyer, Lead Consultant for Meridian. They discuss:

- Why the three-year performance period is the industry standard, despite being too short for many companies and too long for others.

- How the pandemic, ongoing market challenges like supply chain disruptions, and inflation continue to impact long-term performance goal setting.

- Best practices for the goal-setting process, including incorporating a variety of reference points: internal budget data, historical performance, peer group metrics and investor and proxy advisor expectations, to name but a few.

- The differences between financial and relative performance metrics and how companies evaluate relative performance.

- What investors really want to see reflected across a company’s relative performance goals: evidence that executives are in it for the long haul.

… and more!

After you listen, visit MeridianCP.com to learn more about Meridian Compensation Partners.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

#compensation #wages #spac #equity

Partners Jared Berman and Jamie McGough of Meridian Compensation Partners talk about challenges and opportunities in this episode of The Executive Compensation Podcast. Jared has over 17 years of experience consulting on compensation strategies and pay philosophies, benchmarking, and plan design. Jamie has over 25 years of experience consulting and has done extensive work linking shareholder value to compensation programs.

Meridian’s consultants challenge themselves regularly to reflect on how they can grow their expertise and advance the field. Jared and Jamie discuss common problems, explain the influence of historical trends and regulations on current practices, and outline alternative plans for unique circumstances.

You’ll learn about how compensation plans can foster an owner mindset by focusing on long-term value generation, how proxy advisors react to alternative plans and influence Say-on-Pay outcomes, and what challenges and unexpected complications can arise when companies implement alternative strategies, like pay programs without annual incentives.

After you listen, connect with Jared Berman and Jamie McGough on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

When a company spins off a division into a standalone publicly-traded company, there are many factors to consider. Ron and Gerard offer a three-phase approach to preparing for the transition. They outline what issues to focus on during each phase and what roles the various stakeholder groups should play in the process.

You’ll also learn why peer group evaluation and benchmarking are so important for designing competitive compensation plans, key issues to address when designing new annual and long-term incentive plans for spin-off companies, and steps to take when preparing for the new company’s first proxy statement.

After you listen, connect with Gerard Leider and Ron Rosenthal on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

The proxy statement is a critical communication tool for companies and shareholders. In this podcast, Chris and Patrick discuss how companies articulate the link between pay and performance in the proxy statement. They provide a rationale for performance metrics and explain how those metrics tie to strategic outcomes.

You’ll also learn about disclosing shareholder engagement and outreach; why establishing formal policies for involuntary severance will be a top concern; and why succinct explanations with easy-to-read graphs build credibility.

After you listen, connect with Chris Havey and Patrick Powers on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

While it is still a minority practice, there are 10 to 20 large-cap public companies using equity incentive choice programs successfully. In this podcast, Michael and Rosie explain the fundamental elements of equity choice programs, how they might be structured, and the benefits they offer to both employees and employers.

They also discuss some of the risks involved. You’ll learn what things to consider if you plan to include the C-Suite in an equity choice program, what kinds of resources and information employees need to make the most informed decision, and why equity choice programs can be a meaningful driver of talent recruitment and retention.

After you listen, connect with Michael Powers and Rosie Newman on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

Board members play a critical role in a company’s management, but how should they be compensated for their time and effort? The director role is one of oversight and risk management, so pay differs from executive compensation in that it is based on service, not company performance.

You’ll learn how companies currently structure director compensation programs and how pay programs were impacted by the pandemic. Jessica and Dan also discuss future trends, including compensating for roles on special committees or assignments and establishing a mandatory retirement age.

After you listen, connect with Jessica Page and Dan Kaufman on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

CEO compensation matters generate energy and emotion for stakeholders, employees, customers, and the general public. In this podcast, Michael and Adam explain how companies establish compensation plans for CEOs from hire to retire. The process is highly nuanced. Incentives vary based on many factors: whether the CEO was promoted from within or hired externally, their years of experience in the CEO role, market data and other performance benchmarks, and more.

They break down the process of designing a CEO compensation program, from establishing clear roles and responsibilities to gathering and analyzing data. You’ll learn why new CEOs might earn less (or more) than their predecessors, how CEOs are compensated when transitioning out of the organization, and how compensation committees try to balance internal business needs with external expectations.

After you listen, connect with Michael Brittian and Adam Hearn on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

Many organizations continued to struggle during 2021. Compensation committees face tough decisions in determining executive payouts while taking into account supply chain disruptions, labor shortages, raw material price increases, and other uncontrollable factors. In the podcast, Virginia and Jeff break down various ways companies are adapting annual and long-term incentive programs to cope with these pressures.

They talk about why it is easier to make adjustments to annual plans, especially considering that investors and proxy advisors generally have a negative view toward adjusting performance-based long-term incentives after the fact. You’ll also learn how companies are designing more flexible plans by adjusting annual performance periods, widening target performance ranges, and building discretion into the plan from the beginning.

After you listen, connect with Virginia Rhodes and Jeff Keckley on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

In 2015, the SEC proposed, but never finalized, regulations governing clawbacks and pay-for-performance. The current statute’s vague parameters make it difficult to build compensation structures that are effective and compliant. The SEC recently announced that it intends to finalize regulations by April 2022.

In light of this, Robert offers advice on how companies can prepare for new regulations. Regarding pay-for-performance, companies need more specific requirements from the SEC to build compensation models. Rather than modifying clawback policies, Robert recommends taking inventory of existing policies and processes and waiting for final rules.

After you listen, connect with Robert Romanchek on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

In this episode, Donald and George shed light on what special awards are and how they are used in relation to executive compensation programs. They frame their discussion around Meridian’s research, keeping track of special awards of $10 million or more, and provide insight into how various stakeholders such as shareholders and proxy advisors view special awards.

You’ll learn why companies use special awards, how they are designed, and how using special awards can affect Say on Pay vote outcomes. Donald and George also provide advice on engaging with other shareholders if ISS and Glass Lewis recommend against Say on Pay and institutional investors follow in lockstep.

After you listen, connect with Donald Kalfen and George Paulin on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

On the podcast, Annette provides a brief history of the 2010 Dodd-Frank Act and its implications on company clawback policies. She shares several reasons companies should be revisiting their policies, including renewed SEC interest in proposing clawback policy rules and guidelines.

She explains why restatement clawbacks and misconduct clawbacks should be treated separately and offers examples of types of misconduct to consider as possible triggers. Annette also provides a comprehensive list of items to examine when reviewing your clawback policy.

After you listen, connect with Annette Leckie on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

In this episode, Jim and Tom address the challenges of crafting executive compensation plans that are on par with industry peers and shareholder expectations, while meeting the unique needs and priorities of the individual company—from pay mix to metrics and navigating proxy advisor preferences.

They discuss which sectors might benefit most from short- or long-term incentives, what non-traditional metrics companies might use in special circumstances, the role of ESG metrics, and why the use of stock options is declining in some sectors. They also share ideas on how to communicate with shareholders and proxy advisors to garner support for Say-on-Pay votes.

After you listen, connect with Jim Heim and Tom McNeill on LinkedIn.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

In this episode, Jamie goes back to the basics of compensation plan design. He addresses numerous reasons that explain why executive pay is relatively high in terms of supply and demand for high-performing talent. He also explains why the growing availability of public information surrounding compensation often increases the value of executive pay.

Jamie breaks down common metrics and outcomes for which companies typically compensate, such as profitability and stock price creation, and how intangible metrics like ESG play into final pay decisions. Lastly, he addresses a few other popular talking points: diversity in the C-Suite, rapid advancement of young executives, and over-paying or under-paying executives.

After you listen, connect with Jamie McGough on LinkedIn and visit MeridianCP.com to learn more about Meridian Compensation Partners.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

This episode focuses on how compensation committees are evolving as ESG and human capital metrics become more important to shareholders and stakeholders. A major trend is increased emphasis on human capital and employee wellness. The pandemic accelerated this trend, creating pressure on corporations to take action.

Christina and Matthew discuss the effects of this trend on how compensation committees function within organizations. The process is growing in complexity as committees now require significant data and analytics to understand performance. They also offer advice for committees undergoing this evolution in their companies.

After you listen, connect with Christina Medland and Matthew Isakson on LinkedIn. Visit MeridianCP.com to learn more about Meridian Compensation Partners.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

This episode focuses on ESG (Environmental, Social, and Governance) metrics, non-financial factors that help companies measure sustainability and social impact. Investors are increasingly prioritizing these initiatives, especially in light of recent social and cultural events.

Jared discusses the challenges companies face in compensating for these initiatives. Some metrics (e.g. carbon emissions) are easy to track and compare on a regular basis. Social initiatives like diversity and inclusion are more difficult to quantify, making it difficult to measure progress and compensate accordingly.

He also provides an overview of how ESG metrics might fit into annual and long-term incentive plans, including the benefits and drawbacks of each approach. The episode wraps with some advice on choosing which metrics to measure. Rather than going with what’s trending, he recommends companies look inward, identify specific problems, determine desired outcomes, and develop performance metrics accordingly.

After you listen, connect with Jared Berman on LinkedIn and learn more about Meridian Compensation Partners by visiting MeridianCP.com.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

This episode focuses on trends in performance measurement. Andrew discusses the challenges organizations face in designing compensation strategies in the wake of Covid-19, such as public perception of executive compensation during an economic downturn. He also addresses the growing importance of ESG metrics and non-financial performance indicators.

Andrew explains the difference between financial and non-financial performance metrics, provides some guidance as to how these metrics might be used in annual and long-term incentive plans, and proposes some considerations for companies trying to choose the right metrics to inform compensation decisions.

After you listen, visit MeridianCP.com to learn more about Meridian Compensation Partners.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

This episode focuses on using discretion in executive compensation plans. Daniel provides some background information on how compensation programs have been designed historically. He also explains why organizations are considering incorporating some level of discretion into their compensation strategies.

He discusses the advantages and disadvantages of using discretion, the three primary approaches to incorporating discretion into compensation plans, and strategies for using discretion effectively. This includes preparing for negative reactions from proxy advisors.

After you listen, connect with Daniel Rodda on LinkedIn and learn more about Meridian Compensation Partners by visiting MeridianCP.com.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.

Both IPOs and SPACs have the same outcome: a company moves from privately held to publicly traded. These transactions are executed differently, but both still require a compensation strategy that minimizes the risk of turnover, compares favorably to similar organizations, and achieves strategic alignment between investors and senior executives.

Jon and Jim also address how companies should prepare a public compensation structure. Companies should establish market reference groups, transaction peer groups, and aggregate data from multiple sources (e.g. compensation research from HR consulting firms) to create a program that is competitive and incentivizes executives to stay.

This episode is brought to you by Meridian Compensation Partners. Learn more by visiting MeridianCP.com.