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.
Brian Lane is a Partner consulting out of the Pay Governance Boston office and has 15 years of experience working with Compensation Committees on executive compensation design and processes and other corporate governance issues.
Brian's clients encompass a variety of company sizes, industries, ownership structures, and growth trajectories. With specific expertise in the Life Sciences industries as well as with privately-held companies. His work covers all aspects of executive compensation related governance topics.
Recent articles and research have been published in industry journals and other sources such as WorldatWork / Workspan, Financier Worldwide, and the Harvard Law School Forum on Corporate Governance. Speaking engagements include presentations to the Equilar Executive Compensation Summit, HR.com, National Association of Corporate Directors (NACD), National Association of Stock Plan Professionals (NASPP), and to the New England Compensation Consortium (NECC).
Prior to joining Pay Governance, Brian was a consultant with Towers Watson (now Willis Towers Watson); working domestically, in its Boston and Washington DC offices and internationally in its Hong Kong office.
Brian graduated with distinction from the Worcester Polytechnic Institute, earning a Bachelor of Science in Actuarial Science and a Master of Science in Financial Mathematics.
The past 5 years have seen a significant number of companies spinning off one or more businesses into separate, free-standing companies. S&P’s Capital IQ reports a total of 86 full or partial spin-offs that began trading on a major U.S. exchange from mid-2011 through mid-2016 — an average of 17 per year. Continue reading →
Relative TSR is a performance metric most often used in LTI performance plans. Its use as a metric has nearly doubled over the past 5 years and is now used by approximately 50% of companies spanning all sizes and industries. While the appeal of this metric for shareholders and directors alike is its alignment with shareholder value creation and the absence of having to establish long-term performance goals, there are other nuances and considerations that can make the administration of these plans much more complex than other types of arrangements. Continue reading →
Ensuring alignment between pay and performance is challenging enough when a business is performing well. But what about during times of an industry or economic downturn, waning company performance, a shift in strategic business focus, or a period of investment when performance expectations are not as high as in recent years? Today, institutional investors and proxy advisors are hyper-focused on pay-for-performance alignment and, by extension, the rigor of performance goals. Any indication of declining incentive goals year-over-year can bring heightened scrutiny, negative commentary, and can increase the likelihood of an “against” Say-on-Pay (SOP) vote recommendation from proxy advisors. What alternatives exist for a company facing the prospect of performance expected to be lower than the prior year? What should be considered in setting incentive plan goals and what can be expected from shareholder watchdogs who closely examine performance goals and alignment with shareholders? Continue reading →
Our article was recently picked up by World at Work. Visit this link to be redirected to log in to their site. Our article has also been picked up by Harvard Law School Forum on Corporate Governance and Financial Regulation. … Continue reading →
By Ira Kay, Lane Ringlee, Bentham Stradley, Brian Lane, and Blaine Martin Partners Aubrey Bout Chris Carstens John R. Ellerman John D. England R. David Fitt Patrick Haggerty Jeffrey W. Joyce Ira T. Kay Donald S. Kokoskie Diane Lerner … Continue reading →
The number of methods for defining “CEO pay” when analyzing executive compensation continues to grow. From total pay suggested by the summary compensation table to the definitions used by Glass Lewis or Institutional Shareholder Services (ISS) in their proxy review reports, there is no universal standard for measuring pay, especially in comparison to performance. Continue reading →
Performance-based long-term incentive (LTI) awards—typically performance shares or stock units (PSUs)—are a large component of annual LTI awards for executives at most companies . Compensation committees continue to wrestle with the various design considerations associated with PSUs. Continue reading →
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 →
Do companies set appropriately challenging goals in their incentive plans? How does a compensation committee determine whether management is recommending challenging goals? How important are earnings guidance and analyst expectations in goal setting? Continue reading →
Given that the IPO market has heated up in the last few years – 2013 brought us 222 IPO pricings in the U.S., up almost 80% from 2012(1) – we thought it worthwhile to look at pre-IPO equity practices and the implications for companies after the initial offering. Continue reading →
Pay Governance Gives Back
Very happy and rewarding day for the Pittsburgh crew. Today the Pay Governance Pittsburgh office contributed 12 frozen Turkeys to the Washington County City Mission in support to its drive to feed local families in need. This follows the team’s volunteering of time to serve meals to the Mission’s residents, contributing extra firm computers to the Mission’s Education and Training Center, and working to enhance this non-profit’s governance structure on a pro-bono basis.
2017 Leading Minds of Compensation, East featuring Diane Lerner, Managing Partner at Pay Governance
A new Equilar report featuring commentary from Pay Governance and Donnelley Financial Solutions analyzes the compensation discussion and analysis (CD&A) section of S&P 100 proxy statements over the last five years. With the average CD&A reaching nearly 10,000 words, the report revealed key strategies in how companies design and communicate pay practices by using alternative pay graphs, checklists and other visualizations that help draw investors to the most important information.
To be redirected to Equilar and download a copy of this important report, click here.
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October 4, 2016
Pay Governance Adds New West Coast Partner
Matt Quarles has joined the firm as a Partner. In this role, Quarles is responsible for working with clients across industries on a wide range of executive compensation issues. He will be based in Los Angeles and has nearly 20 years experience in the executive compensation consulting industry.
Pay Energy®, a new proprietary assessment tool developed by Pay Governance
Pay Energy®, a new proprietary assessment tool developed by Pay Governance LLC, helps companies consider the “drive, discipline and speed” inherent in current programs and in alternative designs that may be evaluated.
“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.