Executive Compensation Podcast: Conversations on Executive Pay & Compensation Committee Governance
By Meridian Compensation Partners
We dive into all kinds of topics around how to plan executive pay, bonus, and salaries. We talk to seasoned experts about corporate governance, investor relations, and more. Tune in for an in-depth exploration of executive compensation from every different angle.
Executive Compensation Podcast: Conversations on Executive Pay & Compensation Committee GovernanceApr 05, 2024
Navigating the Nuances of Executive Compensation Governance
On today’s episode, we’re joined by Jared Berman, Partner at Meridian Compensation Partners, LLC.
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
Evaluating Executive Pay Relative to Company Performance
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
What Board Members Need To Know About Annual Incentive Plans
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
Evaluating Executive Pay Through an Activist Lens
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
Executive Compensation Actions You Should Be Taking Now To Prepare for a Merger
On today's episode, we’re joined by Meridian Compensation Partners, LLC’s Robert Romanchek, Partner, and Mike Withey, Lead Consultant. Robert and Mike discuss executive compensation strategies for mergers and acquisitions.
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
Rewarding Oversight: Exploring Board Member Compensation
On today’s episode, we’re joined by Ron Rosenthal, Lead Consultant of Meridian Compensation Partners, LLC and Michael Powers, Partner of Meridian Compensation Partners, LLC.
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
Evaluating Total Shareholder Return as a Long-Term Incentive Metric
On today’s episode, we’re joined by James Kzirian and Chris Havey, both Partners at Meridian Compensation Partners, LLC.
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
Potential Unforeseen Influence of the New Clawback Rules on Compensation Design
On today’s episode, we’re joined by Matthew Isakson and Patrick Powers, both Partners at Meridian Compensation Partners, LLC.
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
How Should Compensation Decisions Be Managed During CEO Transitions?
On today’s episode, we’re joined by Jim Heim, Partner at Meridian Compensation Partners, LLC, and Dean Chaffee, Lead Consultant at Meridian Compensation Partners, LLC. They’re here to talk about CEO succession, and specifically, the considerations for the departing CEO.
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
Engaging for Excellence: How Shareholder Dialogue Transforms Executive Compensation
On today’s episode, we’re joined by Jeff Keckley, Lead Consultant at Meridian Compensation Partners, LLC, and Caroline Montalbano, Lead Consultant at Meridian Compensation Partners, LLC.
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
Your CEO Is Going To Leave at Some Point. Are You Ready?
On today’s episode, we’re joined by Dan Kaufman and Virginia Rhodes, both Partners at Meridian Compensation Partners, LLC. They’re here to talk about the compensation implications involved in a CEO transition.
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
Clawbacks, Performance Disclosure and 10b5-1: Where Do We Go From Here?
On today’s episode, we’re joined by Donald Kalfen, Partner at Meridian Compensation Partners, LLC. Donald is here to talk about some of the new rules and regulations introduced over the last six months, and what they mean.
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
Navigating Economic Turbulence: Executive Compensation and Business Uncertainty
On today’s episode, we’re joined by Tom McNeill and Tracy Glassel. Tom is a Partner at Meridian Compensation Partners, LLC, and Tracy is a Lead Consultant at Meridian Compensation Partners, LLC.
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
Best Practices Around Executive Compensation Decision-Making
On today’s episode, we’re joined by Meridian Compensation Partners, LLC Partner, David Bixby, and Lead Consultant, Andrew Stancel. They’re here to discuss best practices when it comes to compensation committee meeting processes.
We talk about:
- 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
Current Themes and Major Shifts in How Finance and Technology Think About Talent
In today’s episode, Lead Consultants Darren Moskovitz and Kartik Balaram at Meridian Compensation Partners, LLC sit down to talk about the major current themes around compensation in Technology and Banking and how companies are responding to shifting talent dynamics and economic trends. We discuss in detail:
- 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/.
Pay Versus Performance Disclosures: A Guide to Getting Started on Short Notice
The SEC’s new rule mandating Pay-vs-Performance disclosure takes effect for fiscal years ending on or after December 16, 2022. Public companies are feeling the pressure of navigating complex new requirements on an incredibly short timeline.
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
Market Data in Context
On this episode, Jonathan Szabo (Partner) and Matt Seto (Lead Consultant) at Meridian Compensation Partners discuss how compensation committees use informed judgment when considering market data:
- 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.
- 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
Setting Performance Goals for Long-Term Incentive Plans
For many companies, long-term incentives comprise the vast majority of an executive’s compensation. As such, defining metrics and setting performance goals are high-stakes activities.
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
But Did You Create Value? Opportunities for Innovation in Executive Compensation
What are we doing wrong with executive compensation?
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.
Compensation Planning for Spin-Offs: A Three-Phased Approach
Gerard Leider, Partner, and Ron Rosenthal, Lead Consultant, share expertise and best practices on compensation design for spin-offs on this episode of The Executive Compensation Podcast. Gerard has over 25 years of experience providing guidance on total compensation strategy, analysis, design, and valuation. Ron has extensive experience advising companies undergoing corporate transactions including mergers, acquisitions, and spinoffs.
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 Best Practices That Are Missing From Your Proxy CD&A
Chris Havey, Partner, and Patrick Powers, Lead Consultant, are the featured experts on this episode of The Executive Compensation Podcast. Chris has 20 years of experience consulting across industries on incentive design, linking pay with performance, benchmarking, and more. Patrick works with companies of all sizes on compensation strategies, plan design, and governance.
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.
Equity Incentives: Should You Give Your Executives a Choice?
Michael Powers, Managing Partner, and Rosie Newman, Lead Consultant, are the featured experts on this episode of The Executive Compensation Podcast. Michael has over 25 years of experience consulting on executive compensation design issues, including substantial experience at the board of director level. Rosie has five years of experience consulting for a variety of industries including tech, consumer products, and financial services.
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.
Structuring Director Compensation Programs feat. Jessica Page and Dan Kaufman of Meridian Compensation Partners
Jessica Page, Lead Consultant, and Dan Kaufman, Partner at Meridian Compensation Partners, are the featured experts on this episode of The Executive Compensation Podcast. Jessica has more than 10 years of experience advising corporations on executive compensation matters including benchmarking, corporate transactions, and incentive plan design. Dan consults on a variety of issues including short- and long-term plan design, alignment of pay and performance, and compensation disclosure.
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.
Establishing Compensation for CEOs feat. Michael Brittian and Adam Hearn of Meridian Compensation Partners
This episode of The Executive Compensation Podcast features Partner Michael Brittian and Senior Consultant Adam Hearn of Meridian Compensation Partners. Michael has over 20 years of experience consulting on compensation-related issues for diverse industries such as oil and gas, financial services, and retail. Adam advises on a broad range of matters including benchmarking, peer group design, and change-in-control and severance arrangements.
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.
Incentive Plan Design for a Volatile Economy feat. Virginia Rhodes and Jeff Keckley of Meridian Compensation Partners
This episode of The Executive Compensation Podcast features Virginia Rhodes, partner, and Jeff Keckley, lead consultant, of Meridian Compensation Partners. Virginia has more than 20 years of experience consulting in all areas of compensation including program design, benchmarking, and governance in best practices. Jeff also consults on a variety of issues including peer group selection, benchmarking, and severance arrangements.
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.
Finalization of the 2010 Dodd-Frank Executive Compensation Rules feat. Robert Romanchek, Partner, Meridian Compensation Partners
Robert Romanchek, Partner at Meridian Compensation Partners, is the featured expert on this episode of The Executive Compensation Podcast. Robert has more than 30 years of experience consulting on executive compensation matters at large, small, and mid-cap companies, both public and private.
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.
Perspectives on One-Time Special Executive Awards feat. Donald Kalfen, Partner, and George Paulin, Senior Managing Director at Meridian Compensation Partners
Donald Kalfen, Partner, and George Paulin, Senior Managing Director at Meridian Compensation Partners, are the featured experts on this episode of The Executive Compensation Podcast. They each have decades of experience advising private and public companies on the design, implementation, and administration of executive compensation programs.
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.
Why Your Clawback Policy Needs a Review feat. Annette Leckie, Partner, Meridian Compensation Partners
Annette Leckie, Partner at Meridian Compensation Partners, is the featured expert on this episode of The Executive Compensation Podcast. Annette has 30 years of experience consulting on the full range of executive and director compensation issues. She is a frequent speaker on the topic as well as a member of the Compensation Committee Leadership Network.
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.
Tailoring Executive Compensation Plans for Your Unique Business
Jim Heim and Tom McNeill, Partners at Meridian Compensation Partners, are the featured experts on this episode of The Executive Compensation Podcast. Jim has over 20 years of experience and primarily consults with tech and life sciences companies, including IPOs. Tom works primarily in the energy sector as well as telecom, financial services, and consumer services.
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.
Executive Compensation: Staying Focused on the Essentials feat. Jamie McGough, Partner, Meridian Compensation Partners
Jamie McGough, Partner at Meridian Compensation Partners, is the featured expert on this episode of The Executive Compensation Podcast. Jamie is experienced in total compensation strategies, analysis, and pay for performance. He has more than 22 years of experience consulting with compensation committees and senior leadership on compensation and corporate governance matters.
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.
Expansion of Compensation Committee Oversight feat. Christina Medland and Matthew Isakson of Meridian Compensation Partners
Christina Medland and Matthew Isakson, Partners at Meridian Compensation Partners, are the featured experts on this episode of The Executive Compensation Podcast. Christina is the head of Meridian’s Canada practice and has more than 30 years of experience in compensation plan design. Matthew, based in the US, has over 15 years of experience advising on a broad range of compensation topics.
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.
Compensating for ESG: Challenges and Considerations
Jared Berman, Partner at Meridian Compensation Partners, is the featured expert on this episode of The Executive Compensation podcast. Jared has more than 15 years of consulting experience in executive compensation and corporate governance matters.
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.
Understanding Performance Measurement in Executive Compensation feat. Andrew McElheran, Partner, Meridian Compensation Partners
Andrew McElheran, Partner at Meridian Compensation Partners, is the featured expert on this episode of The Executive Compensation Podcast. Andrew consults on the full range of executive compensation matters, including strategy, short- and long-term incentive program design, and performance analyses. He has nearly 15 years of experience with companies in Canada and the US.
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.
Using Discretion Effectively in your Annual Incentive Plan
Daniel Rodda, Partner at Meridian Compensation Partners, is the featured expert on this episode of The Executive Compensation Podcast. Daniel consults with compensation committees and senior management on all aspects of executive and director compensation to develop customized programs that align with business strategies.
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.
Building Executive Compensation Strategies for IPO and SPAC Transactions
The Executive Compensation podcast from Meridian Compensation Partners is a vital resource for compensation committees, seasoned compensation professionals, or curious learners to explore all aspects of executive compensation. In this debut episode, Jon Szabo and Jim Kirian discuss differences between traditional IPOs and SPAC mergers and how they affect compensation strategies.
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.