Investors expect executive pay to closely reflect company performance. At Meridian, we help companies assess the pay and performance alignment of their compensation programs and ensure that program designs are structured to reward for achievement of stretch goals while appropriately mitigating excessive risk taking behaviors. Some of our board advisory services instead of governance services include:

• Performance metric evaluation and selection
• Performance and payout curve review for short- and long-term incentive plans
• Realized and realizable compensation analyses
• Compensation risk assessments

Compensation and benefit programs should support value creation while attracting and retaining the critical executive talent you need to execute your business strategy. Meridian begins each client relationship by ensuring we have a solid understanding of your business objectives and identifying how your organization may be unique. To this business understanding we bring our deep knowledge of effective compensation design, experience with thousands of clients over the past decade and extensive data on current market practices and trends. Our program design work includes:

• Peer group development
• Compensation survey evaluation
• Position matching
• Comparison of all pay elements, including base salary, target bonus and long-term incentives
• Review of long-term incentive valuation methodologies
• Plan design comparisons, including short-term and long-term incentives, stock ownership guidelines, perquisites, etc.

Investors expect executive pay to closely reflect company performance. We help companies assess the pay and performance alignment of their compensation programs and to design pay arrangements that create strong alignment between performance and pay outcomes. Our alignment services include:

• Performance metric evaluation and selection
• Application in short- and long-term incentives
• Degree of stretch and range around target performance levels
• Realized compensation assessments

In addition to answering the question of “how” to pay executives, our clients need to determine “how much” to pay. Compensation benchmarking provides an external quantitative answer to how much other comparable companies are paying similarly situated executives. Meridian has extensive analytical resources and access to the highest quality compensation databases to performance benchmarking for our clients, including the following actions:

• Peer group development and survey evaluation
• Position matching
• Total compensation benchmarking
• Equity incentive and valuation methodologies
• Short- and long-term incentive plan design comparisons

We maintain a dedicated team to focus on the regulatory, tax, accounting and shareholder issues that influence executive compensation. While none of these issues should determine pay decisions on their own, we ensure our clients have a robust understanding of all the relevant impacts on executive compensation when making an informed decision. A sampling of these issues includes:

• Shareholder voting (Say on Pay) strategies
• Proxy advisor strategies (e.g., ISS, Glass Lewis)
• Proxy disclosure drafting and review
• SEC reporting and compliance
• Tax and accounting strategies
• Employment agreements
• Stock plan modeling and approval strategies
• Severance/change-in-control liability calculations
• Expense calculations (Black-Scholes, Monte Carlo)
• Governance policies and guidelines (clawbacks, risk assessment, stock ownership)

Corporate restructuring activities present many unique issues that our clients may only face once in their careers. We have consultants that understand the executive compensation implications that must be considered as part of any corporate transaction. Types of transactions we have experience with include:

• Initial public offerings (IPOs)
• Mergers and acquisitions (M&A)
• Divestitures and spin-offs
• Private equity buyouts
• Bankruptcy restructuring