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Brian Johnson

consultant | New York 347-708-7571


Brian Johnson is a Consultant in New York office of Pay Governance. With nearly 10 years of compensation consulting experience, Brian works with clients to review competitive pay practices and analyze the impact of emerging trends in executive compensation. In addition, he works with clients on a variety of corporate governance issues such as equity plan approvals and analysis of voting practices by key proxy advisors. Brian's primary role has consisted of providing analytical services including data research, competitive benchmarking analysis, and long-term incentive valuation. His clients have included numerous companies in the financial services, pharmaceutical, manufacturing, and chemical industries.

Previous Experience

Prior to joining Pay Governance, Brian worked as a compensation consultant at Towers Watson and at Merck & Co. as a senior financial analyst.


Brian received his B.S. in Finance at the University of Connecticut and M.B.A. at Cornell University.

Other Posts by

Over the Long Term, Companies with Problematic Pay Practices Generally Perform Worse than Companies that Avoid Problematic Pay Practices

Since advisory Say on Pay (“SOP”) votes became effective in 2011, ISS and Glass Lewis have exerted significant influence over the vote outcomes for these proposals. These advisors use quantitative tests to assess CEO Pay for Performance (“P4P”) alignment and supplement those quantitative assessments with a qualitative review of pay practices/program design. Continue reading

ISS Releases U.S. Executive Compensation Policies and U.S. Equity Compensation Plans FAQ Documents

ISS released their U.S. Executive Compensation Policies and U.S. Equity Compensation Plans FAQ documents. These documents are intended to provide greater detail on the updates ISS has implemented to their executive compensation and equity plan policies for annual meetings occurring after February 1, 2017. This alert provides a summary of the key updates as disclosed in the FAQ material. Continue reading

ISS Announces Changes to 2017 Pay-for-Performance Qualitative Test

ISS recently announced important updates to its pay-for-performance tests used for evaluating U.S. companies. In addition to total shareholder return (TSR), ISS will use financial metrics to evaluate company performance relative to the ISS-defined peer group. This is the same peer group that ISS uses for the Relative Degree of Alignment (RDA) and Multiple of Median (MOM) quantitative tests. Continue reading

ISS Announces Updates to 2017 Policy and QualityScore Governance Ratings

In the past week, ISS has announced draft updates to their 2017 proxy voting guidelines and updates to their QuickScore (now called QualityScore) governance rating system. This alert provides a summary of the key updates for both ISS corporate governance evaluation processes.
Continue reading

Are ISS and Glass Lewis Say on Pay Voting Policies Correlated with Improved Total Shareholder Returns?

The vast majority—98%—of companies have passed their annual say on pay votes (SOP) over the past four years. Proxy advisor voting recommendations remain highly influential on these votes, and many companies, perhaps hundreds, have changed the structure of their executive pay programs to try to comply with proxy advisor policies and to obtain a “FOR” SOP vote recommendation from proxy advisors. Continue reading

Does a Say on Pay Failure Affect Future Share Price Performance?

As companies approach the upcoming proxy season, Say on Pay (SOP) once again becomes top of mind for Compensation Committees and corporate management. Over the past 4 years since SOP proposals became mandatory under Dodd-Frank, shareholders have continued to show overwhelming support for executive pay packages despite continued criticism by media and other outlets. Continue reading

The Impact of ISS “Qualitative” Factors on ISS “FOR” and “AGAINST” Recommendations and Say on Pay Votes

Say on pay (SOP) vote results continue to indicate that shareholders seem to be endorsing the executive pay model. Continue reading

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