During the last week of September 2018, Governor Jerry Brown signed a law mandating public companies headquartered in California must have at least one female member on their board of directors by December 31, 2019. Further, companies with less than six members on the board will be required to have at least two female directors by the end of 2021, and companies with six or more directors will be required to have at least three female directors by the end of 2021. The legislation, referred to as SB-826, is in direct response to legislators and regulators who have found women to be underrepresented on public company boards. The Board of Governance Research LLC, in a 2017 study of Russell 3000 companies headquartered in California, found that more than 25 percent of the 441 reported companies had no female directors. Read More
Current Pay Governance Viewpoints
John R. Ellerman
John R. Ellerman
In 2004, the Securities and Exchange Commission’s (SEC) Division of Investment Management issued letters to two proxy advisory firms, Egan-Jones Proxy Services and Institutional Shareholder Services (ISS), that assured mutual fund managers they could rely on the vote recommendations of the two firms. On September 13, 2018, the SEC Investment Management staff decided to rescind the two letters. Read More
Bentham W. Stradley and John R. Ellerman
Section 162(m) was added to the Internal Revenue Code (IRC) in 1994 in what was seen as a reaction to escalating executive pay. Commonly referred to as the “$1 million pay cap,” Section 162(m) denied subject companies the corporate tax deduction for compensation paid to the CEO (referred to as the Principal Executive Officer or PEO) and other proxy-named executive officers (NEOs) that exceeded the $1 million statutory limitation. Exceptions to the amount of covered compensation pursuant to Section 162(m) were permitted if such compensation was deemed “performance-based” under shareholder-approved plans. Read More
John R. Ellerman and Ira T. Kay
On August 15, 2018, U.S. Senator Elizabeth Warren of Massachusetts introduced proposed legislation, the Accountable Capitalism Act, in the U.S. Senate. The legislation would require all U.S. corporations with $1 billion or more in annual revenues to obtain a federal charter as a “United States corporation” and would obligate corporate directors to consider the interests of all corporate stakeholders in their corporate governance activities. Read More
Team Member Highlight
- Andrew Winkler Consultant | New York
- View Articles by Andrew Winkler
Andrew Winkler is a Consultant based out of the New York office of Pay Governance. He has assisted in compensation analyses for public and private companies for various U.S. and global clients. He has over 6 years of experience in peer group composition, market pricing, broad-based employee remuneration, and analysis for special situations, including government receivership and M&A transactions. Andrew has also analyzed other issues relating to executive pay in other industries including manufacturing and defense contracting. He also currently serves as an Officer in the U.S. Army Reserves.
Prior to joining Pay Governance, Andrew was a consultant at Johnson Associates.
Andrew graduated from Rutgers University with a Bachelor of Arts degree in political science.