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.
Ira T. Kay, a Managing Partner at Pay Governance, is one of the nation's foremost experts on executive compensation. He works closely with the boards and management to help them develop executive compensation programs that increase shareholder value. His clients include premier US and global corporations ranging across various industries, including telecommunications, financial services, retail, defense, technology, consulting, insurance, business services, consumer products, media, food, transportation, among others.
Prior to becoming a Managing Partner at Pay Governance, Ira served as the global director of Watson Wyatt's Executive Compensation practice for 16 years.
Ira writes and speaks regularly on executive compensation issues. His most recent co-authored book, "Myths and Realities of Executive Compensation", documents the realities of executive pay in the United States and the forces that have shaped pay in recent years. He is also the author of "The Human Capital Edge, CEO Pay and Shareholder Value: Helping the U.S. Win the Global Economic War", and "Value at the Top: Solutions to the Executive Compensation Crisis." Ira has presented analysis of executive compensation issues before the Federal Reserve Board, the S.E.C., the F.A.S.B. and a U.S. Senate subcommittee. He is often quoted in The Wall Street Journal, New York Times, Forbes, The Economist, and other leading publications. His articles have been published in the Harvard Business Review and the McKinsey Quarterly.
Ira holds a B.S. in Industrial and Labor Relations from Cornell University and a Ph.D. in economics from Wayne State University.
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 →
The past year has seen extensive criticism of share buybacks as an example of “corporate short-termism” within the business press, academic literature, and political community. The critics of share buybacks claim that corporate managers, motivated by flawed executive incentive plans (stock options, bonus plans based on EPS, etc.) and supported by complacent boards, behave myopically and undertake value-destroying buybacks to mechanically increase their own reward. 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 →
On April 29, 2015, the SEC released proposed rules on public company pay-for-performance disclosure mandated under the Dodd-Frank Act. Pay Governance has analyzed the proposed rules and the implications for our clients’ proxy disclosures and pay-for-performance explanations to investors. We are concerned about the validity of describing a company’s pay-for-performance alignment using the disclosure mandated under the SEC’s proposed rules, and its implications for Say on Pay votes. 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 →
Cleary, Gottlieb, Steen & Hamilton, LLP with the Conference Board, will be hosting a conference on Income Inequality, focusing on Corporate Governance/Executive Compensation and what US Public Companies should understand about the data and the public debate. Ira Kay, Managing … 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 →
When conducting pay-for-performance evaluations, many shareholders and the large proxy advisory firms, e.g., Institutional Investor Services and Glass Lewis, commonly rely on pay figures based on Summary Compensation Table (SCT), representing the value of compensation earned or stock granted during … Continue reading →
Last year turned out to be a very good one for U.S. corporations. Strong profit growth and even stronger stock price appreciation were an indication that shareholders were happy. Thus we can predict that executive pay in 2014 will rise … Continue reading →
Highlights of Executive Compensation Opinion Survey of U.S. Company Directors New York, November 12, 2013 – A mere 18% of directors believe the SEC’s new CEO/median employee pay ratio disclosure will actually improve corporate governance, according to an opinion survey … 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.
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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.