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.
John R. Ellerman is a Partner based in the Dallas office of Pay Governance. John is an active consultant who advises the compensation committees of Fortune 500 companies. Several of these clients have been served by John for 15 years or more. John's clients are principally in the energy services sector; however, he also has clients and relevant experience in the retailing, high technology, general manufacturing, casual dining, and financial services industry.
Prior to joining Pay Governance, John was the managing partner in the executive compensation practice for Towers Watson (formerly Towers Perrin). For the last 15 years, John was the practice leader for that firm's executive compensation and rewards practice for the U.S. Western region.
John is a noted speaker on executive compensation and has presented to The Conference Board, WorldatWork, the Directors College of Corporate Governance, and other prominent groups. He was a contributing author of Marking Mergers Work: The Strategic Importance of People. John is often quoted in the business press and has been cited in The Wall Street Journal and other major newspapers.
In addition, John has held an appointment to the Division of Sponsored Research at M.I.T. After completing his academic pursuits and before entering the consulting profession, John served two years in the Department of Defense as a systems analyst.
John has both BBA and MBA degrees from Stetson University.
Robert J. Jackson, Jr. is a new member of the United States Securities and Exchange Commission (SEC), having been appointed by President Trump in January 2018. Commissioner Jackson previously served as a New York University School of Law professor, where he taught in the areas of corporate law, corporate governance, corporate finance, and executive compensation. Continue reading →
Last year, two articles in the Wall Street Journal and Harvard Business Review criticized the overall CEO pay model at U.S. companies. The authors of both articles, Robert Pozen and S. P. Kothari, link their criticisms to shortfalls in executive compensation governance (e.g., poor disclosure, misleading metrics, and selecting inappropriate peer groups) that have been allowed and/or encouraged by Board Compensation Committees. In this article, we address these critiques. Continue reading →
While U.S. companies are addressing the new requirement to report CEO pay ratio statistics to shareholders, U.K. companies are now required to report statistics on the gender pay gap. Such reporting is mandated for no later than April 4, 2018, and the reporting must occur on the company’s public-facing website and submitted directly to the government using its dedicated online reporting service. Such reporting is in direct response to the U.K. Equality Act 2010 (Gender Pay Gap Information) Regulations 2017. Continue reading →
On Friday, December 22, 2017, President Trump signed into law the most comprehensive overhaul of the U.S. tax code since 1986.
The purpose of this Pay Governance Viewpoint is to provide an overview of the law’s key provisions that affect corporate executive compensation programs. In the coming weeks, Pay Governance will write an in-depth series of tax law Viewpoints concerning executive compensation. Continue reading →
New York City is the latest legal jurisdiction to prohibit companies from inquiring about a prospective employee’s compensation history during the recruiting process, joining 2 other cities (San Francisco and Philadelphia), 4 states (California, Delaware, Massachusetts, and Oregon), and 1 other jurisdiction (the Commonwealth of Puerto Rico) in implementing such legislation. Continue reading →
On September 21, 2017, the Securities and Exchange Commission (SEC) released additional guidance on the CEO pay ratio disclosure requirement. While many had hoped for some form of delay or outright reprieve from the required disclosure, it is now evident that the SEC expects companies to fully comply with the reporting requirement in early 2018 when the rule becomes effective. Continue reading →
Many companies remain stressed that the Trump administration has yet to provide regulatory relief from the CEO pay ratio rules of the Dodd/Frank financial reform legislation which will be in effect for reporting in the 2018 proxy season. However, the business community has just been granted relief from an onerous and burdensome compensation reporting requirement that is different than the CEO pay ratio rules. This latter proposed reporting requirement has been a carry-over from the Obama administration. Continue reading →
Over the past 20 years, there has been a major shift in how large public companies have compensated their outside Directors.1 These changes have included the elimination of Board meeting fees, granting of equity compensation in the form of full-value shares, the elimination of Director retirement plans and other perquisites, adoption of stock ownership guidelines for Directors, and giving of supplemental cash retainers to Committee Chairs in recognition of their substantial time commitments to committee work. Continue reading →
The CHOICE Act is designed to rewrite many of the rules and provisions contained in the Dodd-Frank Wall Street Reform and Consumer Protect Act (“Dodd-Frank”). The proposed legislation was passed on a party-line vote of 34-26 and has advanced to the full House for a vote at some future date. The legislation is expected to pass the House due to its Republican majority. Continue reading →
In the first 3 months of 2017, our firm’s partners and consulting staff attended more than 200 corporate Boards of Directors compensation committee meetings in our role as executive compensation advisors. From attending these meetings, we have learned a great deal about certain issues emerging as dominant themes in Board discussions about executive pay and corporate governance. 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.