Using Holding Power as a Strategic Governance Tool

On today’s episode, we’re joined by Jim Kzirian, Partner at Meridian Compensation Partners, LLC. Jim unpacks the concept of holding power, explaining how it can be used as a key measure of executive retention within compensation programs. He details its role in aligning executives with shareholder interests, how to calculate it and the governance practices committees should follow to ensure executives are locked in and motivated to perform.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 Kzirianhttps://www.linkedin.com/in/james-jim-kzirian-86132a2/Meridian Compensation Partners, LLChttps://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

Jim Heim, Partner, and Kartik Balaram, Principal, both of Meridian Compensation Partners, LLC, share practical insights on how compensation committees can evaluate and refine long-term incentive programs to balance shareholder alignment, retention and performance outcomes across various market conditions.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 Heimhttps://www.linkedin.com/in/jimheimcompensationconsultant/Kartik Balaramhttps://www.linkedin.com/in/kartik-balaram-9273604/Meridian Compensation Partners, LLChttps://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 Patrick Powers, Partner, and Rosie Newman, Principal, both at Meridian Compensation Partners, LLC. Patrick and Rosie explain how executive perks are evolving from legacy benefits into strategic tools for productivity, security and financial well-being. They break down regulatory considerations, disclosure thresholds and the factors boards weigh when approving perquisites like corporate aircraft use, executive physicals and cybersecurity support.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 Powershttps://www.linkedin.com/in/patrick-powers-678b8694/Rosie Newmanhttps://www.linkedin.com/in/rosie-newman-35335925/US Securities and Exchange Commissionhttps://www.sec.gov/UnitedHealthcarehttps://www.uhc.com/Meridian Compensation Partners, LLChttps://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 Chris Havey, Partner at Meridian Compensation Partners, LLC. Chris shares practical strategies for maximizing the value of Q2 and Q3 compensation committee meetings. With fewer urgent agenda items in the off season, these months present a valuable opportunity for committees to assess, test and refine their executive compensation programs. Chris outlines five key areas where thoughtful evaluation and preparation can significantly improve year-round decision-making.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 Haveyhttps://www.linkedin.com/in/chris-havey-12a5118/Meridian Compensation Partners, LLChttps://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 Tom McNeill and Donald Kalfen, both Partners at Meridian Compensation Partners, LLC. They explore the strategic importance of engaging with shareholders on executive pay, highlighting best practices for proactive and reactive engagement.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 McNeillhttps://www.linkedin.com/in/tom-mcneill-87722312/Donald Kalfenhttps://www.linkedin.com/in/donald-kalfen-baa44b30/Meridian Compensation Partners, LLChttps://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 | 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

On today’s episode, we’re joined by Partner Gerard Leider and Head of Research and Content, Principal Edward Hauder, both of Meridian Compensation Partners, LLC.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

On today’s episode, we’re joined by Tina Murphy, Principal, and Daniel Rodda, Partner, at Meridian Compensation Partners, LLC. Daniel and Tina outline five essential agenda topics that compensation committees should consider adding to their calendars for 2025. These strategies focus on optimizing executive compensation practices, addressing shareholder concerns and ensuring long-term alignment with corporate goals.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

On today's episode, we’re joined by Senior Consultant Sam Bricker and Compensation Consultant Tyler Papineau, both of Meridian Compensation Partners, LLC. Sam and Tyler discuss Meridian’s annual study on corporate governance and incentive design, covering trends in clawbacks, board refreshment and pay-for-performance disclosures. They also explore how companies adapt to new regulations and the evolving executive compensation landscape.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

On today’s episode, we’re joined by Matt Seto and Adam Hearn, both Principals at Meridian Compensation Partners, LLC. Matt and Adam explore the complexities of annual incentive plans, particularly how companies should navigate unforeseen circumstances that may necessitate adjustments to executive goals.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