Pay Governance LLC is an independent firm that serves as a trusted advisor on executive compensation matters.
Our work helps to ensure that our clients' executive rewards programs are strongly aligned with performance and
supportive of appropriate corporate governance practices.
On April 29, 2015, the SEC released proposed rules on public company pay-for-performance disclosure mandated under the Dodd-Frank Act. Pay Governance has analyzed the proposed rules and the implications for our clients’ proxy disclosures and pay-for-performance explanations to investors. We are concerned about the validity of describing a company’s pay-for-performance alignment using the disclosure mandated under the SEC’s proposed rules, and its implications for Say on Pay votes. Read More
Many large U.S. based multinational banking and financial services corporations have implemented executive compensation clawback policies that require the cancellation and forfeiture of unvested deferred cash awards or performance share unit awards. These policies typically condition the cancellation of deferred compensation if it is determined that an executive engaged in misconduct, including failure to supervise or monitor individuals engaging in inappropriate behaviors that caused harm to the organization’s operations. Read More
In this edition of Viewpoint, Pay Governance will discuss the proposed rules and the next steps companies should consider regarding pay for performance disclosure rules. The SEC intends that the pay for performance comparison will supplement the CEO pay ratio in providing shareholders with information to better assess executive pay for purposes of the shareholder advisory Say on Pay vote. Read More
Sustainable investing - defined as an investment approach that considers environmental, social, and governance (ESG) factors in the selection and management of investments - has seen significant growth in assets under management in the past several years. In the United States, an estimated 11% of total assets under management are now invested based on sustainable investment strategies. Similarly, shareholder proposals relating to environmental or social issues represented one-third of all shareholder proposals in 2014, representing an increase of nearly 40% since 2009. Some proposals are receiving shareholder support at or above 30%, generally driven by "for" vote recommendations from ISS. We find that ISS favors proposals that seek additional environmental or social reporting versus proposals that seek operational changes or restrictions. This finding contrasts with ISS's say-on-pay vote recommendation policies, which often seek changes to executive compensation designs. Read More
Peter Ringlee is a Consultant in the New York office of Pay Governance. Peter advises public and private clients on a broad range of executive compensation issues. He has experience in incentive plan design, competitive market assessments, global and expatriate compensation, and equity plan approvals. Peter has client experience across a broad range of industries with specific focus in the entertainment and media, financial services, industrial manufacturing, and oil and gas industries.
Prior to joining Pay Governance, Peter worked in the Global Consulting Network in Towers Watson's New York office.
Peter graduated with a Bachelor of Arts degree with honors from Boston College, majoring in History and Philosophy.
Shareholders Gain Ground On Corporate Social Responsibility Proposals
A new report from Pay Governance finds that shareholder proposals seeking to influence corporate policies on environmental or social issues at U.S. public companies have increased significantly in the past five years.
Agenda published their 2nd Quarter publication and included quotes from Aubrey Bout and Steve Pakela of Pay Governance.
“One of the best parts of say on pay is shareholder engagement,” says Aubrey Bout, a partner with Pay Governance. “That is a positive thing any which way you look at it.”
“The proxy advisors aren’t going to tell you which metrics to use; they just want to know why you use the metric. It’s critical to explain in the CD&A why a metric was selected and how it fits in the overall vision and strategy of the company, and how it supports that strategy,” says Stephen Pakela, a partner at Pay Governance.
“The fundamental philosophy of executive compensation is to ‘attract, retain and motivate’ a talented management team. So it’s concerning when you hear incentive awards are just put in desk drawers until plans mature,” said Pay Governance managing partner John England.