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.
The Financial Accounting Standards Board (FASB) has elected to eliminate the concept of extraordinary items under Generally Accepted Accounting Rules (GAAP), effective with fiscal years beginning after December 15, 2015. Continue reading →
The Securities and Exchange Commission (“SEC”) staff has had a busy summer. Following the release of proposed rules and regulations regarding the CEO Pay for Performance and Clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the SEC on August 5, 2015 proposed final rules and regulations regarding the CEO pay ratio disclosure. The CEO pay ratio disclosure fulfills a further mandate of the Dodd-Frank legislation. Continue reading →
Following the recent release of new rules and regulations regarding the proposed pay for performance disclosure requirement imposed on public companies by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), the Securities and Exchange Commission (SEC) has just released rules to add Section 10D to the Securities Exchange Act regarding executive officer clawbacks of incentive compensation. Continue reading →
Many large U.S. based multinational banking and financial services corporations have implemented executive compensation clawback policies that require the cancellation and forfeiture of unvested deferred cash awards or performance share unit awards. These policies typically condition the cancellation of deferred compensation if it is determined that an executive engaged in misconduct, including failure to supervise or monitor individuals engaging in inappropriate behaviors that caused harm to the organization’s operations. Continue reading →
In this edition of Viewpoint, Pay Governance will discuss the proposed rules and the next steps companies should consider regarding pay for performance disclosure rules. The SEC intends that the pay for performance comparison will supplement the CEO pay ratio in providing shareholders with information to better assess executive pay for purposes of the shareholder advisory Say on Pay vote. Continue reading →
The Securities and Exchange Commission (SEC) has just released its proposed rules regarding the requirement for companies to report as to whether employees and non-employee directors are allowed to hedge or offset the decrease in market value of equity securities. Proxy advisory firm Institutional Shareholder Services (ISS) has just released a new document explaining the firm’s latest policies with respect to executive compensation, including its say on pay advisory voting services. Another proxy advisory firm, Glass, Lewis & Co. LLC (Glass Lewis), has implemented changes to its pay for performance and equity plan models. Continue reading →
Proxy advisory firm Glass, Lewis & Co. LLC (“Glass Lewis”) has just published a new 45 page report which provides an overview to the Glass Lewis approach to advising its institutional investor clients regarding proxy matters. For the 2015 proxy season, Glass Lewis has noted six policy changes which are highlighted in the report. In order to keep our clients abreast of these changes in Glass Lewis policy, Pay Governance has summarized these policy changes Continue reading →
Publicly traded companies are required by the SEC and the stock exchanges to obtain shareholder approval when such companies seek to implement a new long‐term equity plan or increase the share reserve pursuant to such plans. Continue reading →
Publicly traded companies are required by the SEC and the stock exchanges to obtain shareholder approval when such companies seek to implement a new long-term equity plan or increase the share reserve pursuant to such plans. Continue reading →
On June 30, 2014, the SEC issued a Staff Legal Bulletin (referred to as “SLB 20”) which provides guidance regarding the responsibilities of investment advisers and proxy advisory firms with respect to the voting of corporate proxies. Continue reading →
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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.
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.