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Diane Lerner

Partner | New York 347-708-7566


Diane Lerner is a Partner Emeritus 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.

Previous Experience

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.

Additional Information

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.

Other Posts by

The Elimination of the Performance-Based Requirement Under Section 162(m):

Any changes to long-standing executive pay rules-regardless of whether they concern taxes, accounting, or regulations-raise questions and uncertainty about whether they will lead to wholesale changes in how executive pay is delivered. Continue reading

Board of Directors Compensation: Past, Present and Future

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 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 Webcast on Compensation Committees

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

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Where Women Are On Board; Perspectives from Gender Diverse U.S. Boardrooms

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

Transitioning from a Pre-IPO to Post-IPO Company

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

Virtual Conference on Current and Emerging Topics in Executive Compensation via

Join Diane Lerner and Brian Lane for a Virtual Conference on Current and Emerging Topics in Executive Compensation via ( on September 24 from 11:00 to 12:00 PM (ET) Topics Include: Incentive Program Performance Metric Selection, Realizable Pay, Say … Continue reading

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