Among the many thought-worthy suggestions for Corporate Secretaries and other governance professionals, HR heads, and Compensation Committees shared by Meridian Compensation Partners in its new "10 Keys to Great Compensation Processes" are these:
- Plan multiple, sequential Compensation Committee meetings to deal with complex issues and significant compensation program changes, e.g., an initial meeting to present the issues and alternative approaches and seek direction from the Committee, and subsequent meeting(s) to present specific proposals or recommendations that reflect the Committee's input.
- Understand market norms and proxy advisor expectations, but don't allow those considerations to trump business-specific factors like corporate strategy and the company's strengths & weaknesses.
- Consistently start and end Compensation Committee meetings with executive sessions. The Committee Chair can use the executive session at the start of the meeting to set the stage for the meeting agenda, identify critical issues and solicit Committee member views. The end-of-meeting session can be used for final and candid discussions among Committee members.
- Preparing draft disclosures real-time for potentially controversial decisions can promote the quality of the actual decision-making process by ensuring the decision is well-supported, and facilitate prompt disclosures if required.
- To ensure any decision-making is contextual, maintain and include in each meeting's materials (e.g., appendix) an up-to-date dashboard that includes summaries of NEO compensation, peer group compensation, annual incentive plan measures and weightings, and LTI components, mix and performance measures.