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.
Diane Lerner is a Managing Partner in the New York office of Pay Governance. She has spent the past twenty years in the field of executive compensation consulting. Diane works with Committees and companies to develop executive compensation packages that balance shareholder interests and competitive pay considerations. She works across many industry sectors, with particular experience in the financial services and technology sectors as well as working on transaction-related compensation assignments.
Diane joins Pay Governance after sixteen years with the Watson Wyatt executive compensation practice. Prior to consulting, she spent ten years in corporate human resources positions at an international corporation, and on Wall Street.
She has spoken and written on many executive compensation topics, most recently speaking on performance share design, and writing an article about non-CEO Chair compensation.
Diane has an undergraduate degree from the Cornell School of Industrial & Labor Relations, and an MBA from NYU's Stern School of Business.
There has been a massive shift in how outside Board Directors have been paid over the past 20 years. This has largely been fueled by changes in corporate governance practices over time. Overall, the shift has been away from paying Directors like executives and towards paying outside experts for their time and contributions during their term of service. Continue reading →
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 →
Aired on March 3, 2016. Diane Lerner, Managing Partner, presented. Learn how to untangle the complex issues that compensation committees face in exercising their fiduciary duties against a backdrop of increased shareholder activism, potent proxy advisor policies, an active plaintiff’s … Continue reading →
Although all aspects of diversity are meaningful topics, this article is solely focused on gender diversity. Currently, females represent approximately 15% of outside board member seats in the S&P 1500 and about 18% of the S&P 500 seats. This equates to a median of 1-2 female board members in a group of 9-11 board members. 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 →
Join Diane Lerner and Brian Lane for a Virtual Conference on Current and Emerging Topics in Executive Compensation via HR.com (http://bit.ly/184SCrm) on September 24 from 11:00 to 12:00 PM (ET) Topics Include: Incentive Program Performance Metric Selection, Realizable Pay, Say … Continue reading →
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.
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.
“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.