Mercer Short Duration Fixed Income Fund Class Y-3 · NASDAQ:MSDYX
Mercer Short Duration Fixed Income Fund Class Y-3 — Mercer — Executive Pay in 2021 webinar
44 slides from Mercer Short Duration Fixed Income Fund Class Y-3's conference presentation, Jul 13, 2021
Slide 1: Executive Pay in 2021: Executive Remuneration: A Global View
@ Mercer Executive Pay in 2021 Executive Remuneration: A Global View 13 July 2021 welcome to brighter
Slide 2: Introduction
Introduction « Certain trends - are starting to develop an international footprint « International executives are prevalent in the leading markets + Investor preoccupations are not confined to one geography Geography = Context Today: => - Presentation from each region from regional specialists - Ses
Slide 3: Agenda
Agenda Introductions Amanda Flint Recent Developments in the US Market Teresa Bayewitz Trends Across the Various Main Asian Markets Nishant Mahajan Western Europe Top Executive Trends Peter Boreham Wrap up Amanda Flint @ Mercer 5 minutes 35 minutes 35 minutes 35 minutes 10 minutes
Slide 4: Speakers
Speakers ai Sss Amanda Flint Teresa Bayewitz | NishantMahajan | Peter Boreham UK Corporate Reward | Partner, New York Asia Practice Leader UK and European & Executive Practice Leader Compensation Lead Amanda.Flint@mercer.com | Teresa.Bayewitz@mercer.com | nishant.mahajan@mercer.com | Peter.Boreham@m
Slide 5: Recent Developments in the US Market
@ Mercer Recent Developments in the US Market Teresa Bayewitz
Slide 6: HR and Compensation Considerations in SPACs and IPOs
HR and Compensation Considerations in SPACs and IPOs
Slide 7: HR and Compensation Considerations in SPACs and IPOs
HR and Compensation Considerations in SPACs and IPOs An IPO or direct listing is one of the largest events in the life of a company and while there are opportunities, risks are involved Opportunities Increased visibility and prestige resulting from public company status can enhance the ability to at
Slide 8: HR and Compensation Considerations in SPACs and IPOs
US HR and Compensation Considerations in SPACs and IPOs Preparing for a SPAC or IPO comes with a host of compensation decisions * Executive compensation philosophy and peer group * Reviewing NEO compensation arrangements for disclosure * Compensation for outside directors * Equity compensation treat
Slide 9: Getting it right takes preparation
US Getting it right takes preparation Our core services Typical activities and timing >3 months priorto IPO 1-3 months prior to IPO Post-IPO OL — el Define executive Compensation committee advice compensation philosophy, and counsel including ESG, DE&l, and * Annual calendar of activity Human Capita
Slide 10: Long-term Incentive Design Trends
Long-term Incentive Design Trends
Slide 11: Long-Term Incentive Programs
Long-Term Incentive Programs Prevalence in North America — public companies % of respondents granted at least one form of equity or long-term incentive to their employees in 2019 Please select which employee levels participated in the long-term incentive plan in 2019. CEO Ist Tier / EVP 2nd Tier / S
Slide 12: Long-Term Incentive Programs
US Long-Term Incentive Programs Cascade to Other Locations @ Mercer Does your company have non-home country employees eligible to receive LTI? "== No, we only grant LTI to employees located in our home country mm Yes, we grant LTI to employees located outside our home country N=44 How do you handle
Slide 13: Long-Term Incentive Programs
Long-Term Incentive Programs Commonly used vehicles Which LTI vehicles were granted in 2019? 7% o_O Ist Tier / EVP 7% [a 2nd Tier / SVP 3rd Tier / VP mmm Performance-Based Stock mmm Restricted Stock / RSUs mmm Stock Options / SARS mmm Performance-Based Cash mmm Deferred Cash mmm Other 7 1% 9% 4 ~~0%
Slide 14: Long-Term Incentive Programs
US Long-Term Incentive Programs Total shareholder return / stock price goals remain dominant Please identify the performance metrics included in your performance- based LTI plan in 2019 and whether the metric is used as a standalone metric, used as a modifier / circuit breaker or both and if it is m
Slide 15: Say-on-Pay and Proxy Advisors
Say-on-Pay and Proxy Advisors
Slide 16: Mid-season 2021 SOP Vote Results
Mid-season 2021 SOP Vote Results Reasons for failures Failures are up in 2021 Dip in support is in part owing to decisions to adjust executive pay in response to impact of COVID-19 pandemic 6 of 15 S&P 500 companies that failed SOP so far in 2021 made a material COVID-related executive pay adjustmen
Slide 17: Mid-season 2021 SOP Vote Results
US Mid-season 2021 SOP Vote Results Summary results 2011 to June 8, 2021 SOP Vote Results: % in Favor (All-Size Companies) 2% 100% 80% 2 <50% 2 150% t0<70% & 60% 8 170% t0<90% 5 2 40% 290% 3 x 20% SOP Vote Results: % in Favor (S&P 500 Companies) 0% 2% zo 202203201 2s 20% 220920 Avp.910% 9022% 900% 1
Slide 18: Say-on-Pay and Proxy Advisors
US Say-on-Pay and Proxy Advisors Shareholder proposals emphasize ESG concerns Shareholder proposals in 2021 are primarily focusing on ESG issues and are receiving record levels of support — Average support for E&S proposals as of May 21 is 40.1%, up from 32.9% at the same time last year, according t
Slide 19: Say-on-Pay and Proxy Advisors
Say-on-Pay and Proxy Advisors Proxy advisers focus on board composition, diversity and ESG Board gender diversity ISS: Against/withhold from nominating committee chair (or other directors) if no women on board (unless there was a woman on board as of last meeting and board commits to add a woman) Gl
Slide 20: Recent Developments in the US Market: Q&A
Recent Developments in the US Market Q&A
Slide 21: Trends Across the Various Main Asian Markets
@ Mercer Trends Across the Various Main Asian Markets Nishant Mahajan
Slide 22: What's Unique about Asian HQ Companies?
What’s Unique about Asian HQ Companies? Majority Shareholding often tied to General absence of Institutional @ Mercer Culturally employees High focus on prefer cash profitability as over equity a preferred (low neasure of Corporate Governance Compliance on muneration Asia Executive Compensation is m
Slide 23: Average Mix of Pay (C-Suite)
Average Mix of Pay (C-Suite) Base Salary Short Term Incentives Long Term Incentives 20% 37% 68% 45% 35% 22% 35% 28% 10% United States Europe Asia Stock Options/SAR Service Vesting Stock (RS) Performance Vesting Stock (PS) 2000-08 2008-15 Post 2015 2000-08 2008-15 Post 2015 2000-08 2008-15 Post 2015
Slide 24: EBITDA Average and TSR Average
EBITDA Average (In SGD millions) TSR Average 0.43 0.52 0.46 1,956 2,079 0.33 0.32 1,644 1,746 1,833 2.7x 2.5x SGD SGD • •
Slide 25: Asia: Start-up equity compensation
Asia The Start-up boom in Asia is also still playing catch-up when it comes to the use of equity in compensation frameworks 25% PRE-IPO 20% 21% 16% Yo » 14% 11% 10% Louuw 8% 5% 0% Current Dilution Potential Dilution Hh s0* %ile to 75%" %ile Hh 25" wile to 50" %ile The dilution % is impacted heavily
Slide 26: Environmental Social Governance
Environmental Social Governance • • • • • • • • • • • • • • • • • •
Slide 27: Asia: Local company evolved short-term incentives
Asia How a Local Company evolved their short-term incentives from a fixed profit-share to something more fit-for-purpose ‘ONTEXT: After decades of steady performance the company was seeing drop in profits, with a new strategy needing a more holistic view of performance in incentivel programmes, but
Slide 28: Expected Timeline of 5 Years
Expected Timeline of 5 Years 1 • • • • • • •
Slide 29: Expected Timeline of 5 Years
Expected Timeline of 5 Years • •
Slide 30: Trends Across the Various Main Asian Markets: Q&A
Trends Across the Various Main Asian Markets Q&A
Slide 31: Western Europe Top Executive Trends
@ Mercer ive Trends Western Europe Top Execut =| S P| a} ~~) $ -) i 3 2 3 a brighter
Slide 32: Executive Salary Changes
% of WEcountries* Executive Salary Changes Across 8* Western European countries (Denmark, Finland, France, Germany, Italy, Spain, Sweden and the UK) 40% 35% 30% 25% 20% 15% 10% 5% 38% Executive Salary Changes in 2021 38% 13% 13% Western Europe 0% » Mostly unchanged / @ Mercer Frozen Mostly moving by
Slide 33: Benefits / Pension Provisions
Western Europe Benefits / Pension Provisions Across 8* Western European countries (Denmark, Finland, France, Germany, Italy, Spain, Sweden and the UK) Are there any trends relevant to benefits and/or pension provisions? % of WE countries* mYes = No Comments: 1) France: Moving from DB to DC 2) Sweden
Slide 34: Short Term Incentives
% of WEcountries* Western Europe Short Term Incentives Across 8* Western European countries (Denmark, Finland, France, Germany, Italy, Spain, Sweden and the UK) STI payouts for 2020 Committee / Board discretion used? 70% 60% 63% 50% 60% 50% “ 50% 40% 38% 40% 30% 30% 25% 20% 20% fo 9 13% 13% 10% 10%
Slide 35: Long Term Incentives
% of WEcountries* Long Term Incentives Across 8* Western European countries (Denmark, Finland, France, Germany, Italy, Spain, Sweden and the UK) Western Europe LTI payouts for 2020 Committee / Board discretion used? 60% 57% 60% 57% 50% 50% 43% 40% 40% 30% 30% 20% Y ° 20% 14% 14% 14% 10% 10% 0% 0% :
Slide 36: Incentive Opportunities
Western Europe Incentive Opportunities Across 8* Western European countries (Denmark, Finland, France, Germany, Italy, Spain, Sweden and the UK) 100% 90% 80% 70% 60% 50% % of WEcountries* 40% 30% 20% 10% 0% 0% Incentive opportunities in 2021 88% 88% 13% 13% 0% 0% 0% + @ Mercer Mostly down Mostly unc
Slide 37: Incentive Opportunities: Importance of ESG
Western Europe Incentive Opportunities Across 8* Western European countries (Denmark, Finland, France, Germany, Italy, Spain, Sweden and the UK) Importance of ESG in incentives as an issue in market Not seen as important yet 13% A hot topic for larger companies and/or certain sectors | 13% Most comp
Slide 38: Proxy Advisors and Investors
Western Europe Proxy Advisors and Investors Across 8* Western European countries (Denmark, Finland, France, Germany, Italy, Spain, Sweden and the UK) Key Issues for Proxy Advisors and Investors Pay increases Pay for performance 63% Bonus pay for companies significantly impacted by COVID Upward discr
Slide 39: Say-on-Pay Voting
% of WEcountries* Western Europe Say-on-Pay Voting Across 8* Western European countries (Denmark, Finland, France, Germany, Italy, Spain, Sweden and the UK) Outturn of AGM comparing to last year 70% 67% 60% 50% 40% 30% 20% 17% 17% 10% 0% 0% ° ; ; ; 1 Broadly the same On average lower On average high
Slide 40: What are we hearing?
Western Europe What are we hearing? How to treat Do people want people in the to be disclosed US market execs in European listed companies? Which roles are hard to fill? Talent squeeze leading to segmentation Which roles Other executives can potentially are mission beni rom : itical? * Retention pay
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Slide 42: Western Europe Top Executive Trends: Q&A
Western Europe Top Executive Trends Q&A
Slide 43: Speakers
Speakers @ Mercer Amanda Flint Teresa Bayewitz | NishantMahajan | Peter Boreham UK Corporate Reward | Partner, New York Asia Practice Leader UK and European & Executive Practice Leader Compensation Lead Amanda.Flint@mercer.com | Teresa.Bayewitz@mercer.com | nishant.mahajan@mercer.com | Peter.Boreham
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