MDC Partners, a holding company, this week announced several enhanced corporate governance measures and improved compensation practices.
MDC Partners' board of directors conducted a detailed review of its governance structure and best practices, and adopted a number of important measures. These changes follow recently adopted and implemented steps to improve and strengthen the company's internal controls, policies, and procedures.
"The board of directors and the entire management team are committed to the highest standards of corporate governance. We have heard our shareholders and agree that we needed to make some additional changes and have done so," said MDC Partners' Chief Executive Officer Miles Nadal. "These initiatives, as well as those made in 2014 and earlier this year, demonstrate the high value we place on sound management and board practices. We are confident that the enhanced corporate governance alongside our underlying business, which continues to perform at a very high level, will continue to provide significant long-term shareholder value."
The new and enhanced corporate governance measures include the following:
Commitment to add new independent directors: MDC Partners has retained Spencer Stuart and commenced a search to identify two to four new independent directors and expects to announce these appointments once formally approved by the board over the next several months.
Fewer management directors: MDC Partners' board and management have mutually agreed to reduce the number of management directors to one, to be held by Nadal. Effective July 1, Stephen Pustil will resign as members of the board. Senecal will continue to serve as Global CEO of Crispin Porter + Bogusky as well as President and CEO of the MDC Partner Network. Pustil will continue in his role as vice chairman of MDC Partners and as a member of the executive leadership team.
Retirement of other independent directors: Clare Copeland and Senator Michal Kirby have confirmed that they each will retire from the board on or before the expiration of their current one-year term in June 2016, in part to facilitate an appropriate transition of responsibilities to the new independent directors.
Improved Compensation Practices
The results of MDC Partners' say-on-pay (53 percent in favor) "was clearly unsatisfactory, despite the revamped and improved executive compensation program implemented in 2014," the company stated.
The 2014 improvements included:
Pay for performance metrics based on predetermined financial targets;
Adoption of a new LTIP Plan based on objective financial performance metrics and Total Shareholder Return (and discontinuing a practice of equity awards solely based on the lapse of time); and
A waiver by the CEO of his contractual change-in-control excise tax gross-up provisions.
In response to the shareholder vote, MDC Partners plans to implement several new objective financial performance metrics for incentives payable to the CEO and all executive officers, and will retain compensation consultant Mercer to help implement best practice compensation programs aligned with enhancing shareholder value. Management is committed to fully disclosing these additional performance metrics as part of the company's future SEC filings. The company will provide updates on this initiative as appropriate.