The Executive Compensation Podcast

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.

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.

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

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/

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

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.

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

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

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

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/

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 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

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.

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

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/

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

#compensation #wages #spac #equity

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.

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