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

  • Jeffrey W. Joyce
  • Partner | New York
  • View Articles by Jeffrey W. Joyce

Expertise

Jeff Joyce is a Partner in the New York office of Pay Governance. He has over 23 years of experience working with senior management and Boards of Directors on performance measurement, value-based management, corporate governance, and executive compensation issues. Jeff primarily assists clients in the development of executive compensation strategies and incentive programs that are designed to drive business strategy and create value for shareholders. Jeff works with publicly-traded companies of all sizes as well as companies that are privately held. His consulting experience spans nearly all major industry segments including: advertising/marketing, airlines, automotive, banking/financial services, chemicals, consumer goods, distribution, manufacturing, media/publishing, paper and forest products, medical, pharmaceutical, retail, technology, and telecommunications.

Previous Experience

Prior to joining the firm, Jeff worked at Towers Perrin, SCA Consulting, Hewitt Associates, and Frederic W. Cook & Co.

Additional Information

Jeff is a frequent contributor to the field of executive compensation and has spoken at conferences held by the Capital Roundtable, the Conference Board, Corporate Dealmaker, The Deal Magazine, eTrade, the National Association of Corporate Directors (NACD), the National Center for Employee Ownership (NCEO), the Society for Human Resource Management (SHRM), the Wharton School of the University of Pennsylvania, and the Owen School of Vanderbilt University. He has published articles in trade journals and has been quoted in Business Week regarding matters relating to corporate finance and executive compensation.

Education

Jeff has a B.S. in Management from Syracuse University and an M.B.A. from the Owen Graduate School of Management at Vanderbilt University.

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