Current Pay Governance Viewpoints

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    Shareholders Defeat Mandatory Deferral Proposal

    By John R. Ellerman, Lane T. Ringlee and Maggie Choi

    Many large U.S. based multinational banking and financial services corporations have implemented executive compensation clawback policies that require the cancellation and forfeiture of unvested deferred cash awards or performance share unit awards. These policies typically condition the cancellation of deferred compensation if it is determined that an executive engaged in misconduct, including failure to supervise or monitor individuals engaging in inappropriate behaviors that caused harm to the organization’s operations. Read More

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    SEC Releases Proposed Pay for Performance Disclosure Rules

    By Lane T. Ringlee, John R. Ellerman, Blaine Martin and Maggie Choi

    In this edition of Viewpoint, Pay Governance will discuss the proposed rules and the next steps companies should consider regarding pay for performance disclosure rules. The SEC intends that the pay for performance comparison will supplement the CEO pay ratio in providing shareholders with information to better assess executive pay for purposes of the shareholder advisory Say on Pay vote. Read More

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    Activism of a Different Nature: Social Investors Advocate for Change in the Proxy

    By Jon Weinstein, Blaine Martin and Soren Meischeid

    Sustainable investing - defined as an investment approach that considers environmental, social, and governance (ESG) factors in the selection and management of investments - has seen significant growth in assets under management in the past several years. In the United States, an estimated 11% of total assets under management are now invested based on sustainable investment strategies. Similarly, shareholder proposals relating to environmental or social issues represented one-third of all shareholder proposals in 2014, representing an increase of nearly 40% since 2009. Some proposals are receiving shareholder support at or above 30%, generally driven by "for" vote recommendations from ISS. We find that ISS favors proposals that seek additional environmental or social reporting versus proposals that seek operational changes or restrictions. This finding contrasts with ISS's say-on-pay vote recommendation policies, which often seek changes to executive compensation designs. Read More

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    Trends in Board of Director Compensation

    By Stephen J. Pakela and John R. Sinkular

    Over the past 15 years, the methods of compensating non-employee directors have changed in tandem with the risk and workload of being a director. The catalyst for change over this time period includes a variety of regulatory requirements, such as Sarbanes-Oxley and Dodd Frank, enhanced proxy disclosure rules and increases in shareholder activism. By way of examples, Audit Committees meet more frequently and must have at least one qualified financial expert, and Compensation Committees have greater workloads. Today’s corporate director needs to dedicate more time to the job, assume greater risk, and meet higher qualification standards. Read More

Team Member Highlight

  • Richard F. Meischeid
  • Partner | Philadelphia
  • View Articles by Richard F. Meischeid

Expertise

Richard F. Meischeid, a Managing Partner at Pay Governance, has over thirty years of experience working with public and private companies on a wide range of executive compensation issues. Clients for whom Richard serves as the Board- appointed compensation consultant include major US companies in the energy services, industrial and consumer products, retail, and higher education.

Previous Experience

Prior to joining Pay Governance LLC, Richard was a senior consultant and held various management roles in Towers Watson's executive compensation practice. Before joining Towers Watson, Richard was associated with The Wharton School of the University of Pennsylvania, where he served as a graduate teaching assistant. He was a founding member of The Wharton Entrepreneurial Center.

Additional Information

Richard is a frequent presenter at compensation and industry meetings on topics including corporate governance, annual and long-term incentive plan design and retention of critical talent.

Education

Richard graduated from St. Francis College in 1970 and earned an M.B.A. from The Wharton School of the University of Pennsylvania in 1978.