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As a Result of Increased Shareholder Engagements, Have You Seen Boards Change the Definition of Performance Metrics?
According to Mark Rosen, managing director at Pearl Meyer & Partners, there’s been a rise in the use of relative shareholder return (TSR) as a metric for aligning executive pay and performance driven by standards used by shareholder advisory firms. While useful, it is more of an outcome-based measure. By defaulting to relative TSR as an incentive measure, many companies miss the opportunity to employ incentive metrics that capture executives’ success in driving business strategies and leadership initiatives—key aspects of performance that are critical to the creation of long-term shareholder value.
We have encouraged companies to customize incentive designs to their specific business needs by retaining internal performance metrics (or introducing them if they were not used before), such as operating earnings, EBIDTA or return measures (ROIC/ROE), and using TSR as an additional performance measure or modifier. In such cases, actual incentive payouts under the plan might ultimately be adjusted upward or downward, respectively, based on whether relative TSR is above median, suggesting the targets were set too high, or below median, suggesting the targets were not sufficiently rigorous. Such an approach provides a broader and more sensitive perspective on aligning executive pay with performance.
The Washington Post
June 22, 2014
Washington CEO Pay Rose 7% Last Year as Compensation Benefited from Stock Gains
Total pay for Washington’s highest-earning executives rose nearly 7 percent last year as compensation packages benefited from healthy gains in share prices. Analysts say the benefit of a roaring stock market has been two-fold for Washington leaders. Executives are increasingly being judged on the performance of their company’s share price (as opposed to metrics such as revenue or income, which were often used in the past), and they are receiving more of their compensation in stocks and options.
“Performance-share plans are on the rise,” said Jannice Koors, managing director at Pearl Meyer & Partners, a New York-based executive compensation consulting firm. “As companies have good years, you start to see some really big numbers.”
The Charlotte Observer
June 13, 2014
Median Perks Package Down, But Jets, Cars and Lavish Payouts Still Abound
Boards of North Carolina companies provided their CEOs with perks ranging from jet travel and car allowances to supplemental retirement plan contributions and physicals. Even so, the median perks package fell 22 percent last year, to $83,333.
Some companies have cut back on perks such as club dues, said Mark Rosen, a Charlotte-based compensation consultant with Pearl Meyer & Partners. “If you go back a few years, you’ll see a lot more golf club memberships,” he said. “It’s just harder to justify why we should be subsidizing that for someone who makes a decent living.”
Other perks, such as physical exams for executives, make sense, Rosen said. “We want to make sure the executives are taking care of themselves,” he said.
The Wall Street Journal
June 5, 2014
Investors Close Golden Parachutes
Nonbinding Votes Seek to Limit Stock Rewards for Executives After Mergers
Golden parachutes are falling out of favor amid investor and regulatory scrutiny of rising executive pay, especially perks that aren't tied to a company's performance. Since 2011, shareholders have had a say in how much executives are paid, including golden-parachute payments. "Say on pay" votes are now required by the Securities and Exchange Commission, and while they aren't binding, boards are under pressure from regulators and shareholder-advisory firms to consider investor views when crafting executive-pay packages.
As a result, "we're certainly seeing a more conservative approach by companies" to change-of-control payments, said Dan Wetzel, a managing director at consulting firm Pearl Meyer & Partners.
Cash severance payments, which once commonly exceeded three times an executive's annual salary and bonus, have been trimmed. Other perks have all but disappeared. One such example are gross-ups, which obligate a company to pay the high taxes levied on corporate perks, in effect letting the executive take home the full amount. Just seven of the 50 largest U.S. companies allowed tax gross-ups in 2012, down from 21 companies in 2006, according to Pearl Meyer & Partners. Mr. Wetzel said the number is likely lower now.
June 2, 2014
A Bonus Onus: Peek at Peers
Long-term incentives are the largest component of a typical executive compensation package, and by mid-2013, total shareholder return (TSR) was the most prevalent performance metric for long-term incentives at the 250 largest U.S. companies. However, when reviewing the structure of long-term incentive plans for senior executives, both business cycle and the manner in which a selected peer group company makes its money are also important considerations.
“Absolute goals are still far more common, but relative goals are gaining in popularity,” said Peter Lupo, managing director at pay consultants Pearl Meyer & Partners. But the review shouldn’t end there, Lupo said. Companies also need to review their competitors. Historically, compensation committees have looked at companies similar in size based on revenue. But Lupo said two other criteria are more important: business model and cycle.
Business cycle is particularly important for a company whose cycle involves peaks and valleys. If it peaks when companies in its peer group are in valleys, then its performance comparisons would be skewed. A company also wants to make sure the firms in its peer group make money the same way as it does, otherwise they could perform differently.
San Francisco Business Times
May 15, 2014
At the WomenCorporateDirectors Global Conference - Here’s a Concept for Corporate Boards: Pay CEOs Fairly and Save Yourselves from Controversy
Beyond branding, the biggest concern facing board members is how to determine executive compensation — a procedure that is often skewed when committees set salaries based on incorrect or poor benchmarks. There are a lot of outside influences involved in the process, including everything from the input of advisory firms and institutional investors to regulatory actions and even activist shareholder activities, noted Melissa Means, a managing director at Pearl Meyer & Partners.
The compensation packages at other companies also come into play, she said. “There is a lot of pushback on selecting the right peer company to compare yourself to, but boards need to remember that is just a piece of information,” said Means.
Means argued that boards need to realize that just because a peer company may pay its CEO $500 million, that shouldn’t automatically become the magic number for their own CEO. Instead, she emphasized that boards need to gauge factors such as how a company has performed relative to its peers.
May 5, 2014
Boards Boost Director Pay Disclosure as ISS Raises Scrutiny
“I think in some cases where compensation committees are sensitive to proxy advisory firms and are benchmarking executive pay to median and board pay to median, it’s a simple disclosure and addresses a question that might arise later on,” explains Peter Lupo, managing director and head of the New York office at Pearl Meyer & Partners.
April 6, 2014
Bosses' One Way Bet
"If we start to have a bull run you are going to see the bonus numbers expanding," said Simon Patterson of Patterson Associates, part of the American pay consultancy Pearl Meyer & Partners. "I'm skeptical that the ratio of executive pay, compared to the ordinary worker, is going to come down."
The Washington Post
March 26, 2014
Dismantling CEOs’ Golden Parachutes
Companies that give executives extra money to cover excise taxes they might be hit with from their golden parachutes (known as a tax "gross-up") are becoming an endangered species. Executive pay consultants Pearl Meyer & Partners recently found that among the 50 largest public companies in the Fortune 500, the prevalence of tax gross-ups has fallen from 41 percent in 2006 to just 14 percent at the end of 2012.
The cash portion of many severance packages - which is typically two to three times an executive's average combined salary and bonus - appears to be declining, too. Fewer boards are choosing multiples of three or more when setting these rewards. "From an optics perspective, companies have reconsidered whether they need to offer" such big multiples, says Dan Wetzel, an executive pay consultant with Pearl Meyer. "Some have really pulled back from that."
March 10, 2014
The Insiders or the Outsiders?
Executive compensation consultancy Pearl Meyer & Partners surveyed 153 Fortune 100 companies and nonprofits in 2011. Of those that had changed CEOs within five years, 32 percent said key internal candidates left the firm to work for another organization or retired after being passed over. Another 31 percent said they adjusted the pay or position of those internal candidates so they would stay.