Executive Compensation Podcast: Conversations on Executive Pay & Compensation Committee Governance Meridian Compensation Partners

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

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

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

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