Current Pay Governance Viewpoints

  • SEC Takes Back Comfort Letters Provided to Two Proxy Advisory Firms

    By Patti Bennett

    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

  • IRS Issues Section 162(m) Guidance

    By 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

  • A Proposed Legislative Alternative to Corporate Governance and the Theory of Shareholder Primacy

    By 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

  • Using Incentive Plan Design to Support Strategic and Transformational Change

    By John R. Sinkular and Ira T. Kay

    Incentive plans lie at the heart of the executive pay program, driving and rewarding business strategy execution. This approach has brought great economic success to the clear majority of companies. The typical annual incentive plan and long-term incentive (LTI) mix of multiple award types can capture most regular core performance metrics. A more contemporary design approach may provide significant focus and urgency regarding a company’s strategic transformation, shifting business strategy, or competitive advantage in attracting and retaining talent. Read More

Team Member Highlight

  • Jack Marsteller
  • Partner | Los Angeles
  • View Articles by Jack Marsteller


Jack Marsteller is a Partner at Pay Governance with 30 years of executive compensation consulting experience. He advises boards and management on all aspects of executive and director compensation. His consulting emphasizes alignment of pay programs with a company's business and talent strategies for growth and shareholder value creation. Jack consults to major U.S. corporations in the consumer product, energy, engineering and construction, financial services, gaming, homebuilding, medical products and services, restaurant, real estate, and technology sectors. His clients experience includes companies that are publicly traded, pre-IPO, privately or private equity owned, and in restructuring or bankruptcy.

Previous Experience

Prior to joining Pay Governance, Jack was a Principal at Towers Watson and held a management role in the Los Angeles executive compensation practice.

Additional Information

Jack has contributed to various business publications and presented to professional organizations and compensation conferences. He has also served as an expert witness in bankruptcy court and for other litigation.


Jack earned a BA from Cornell University and an MBA with honors from the Anderson School at the University of California, Los Angeles.

Request a paperback version of the book. Input your address in the message field.