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.
Spring is in the air, and executive compensation consultants are busy reading a cascade of public filings and proxy advisor reports as we analyze and are asked to predict trends in executive pay in 2017 and beyond. One of the most common questions in executive compensation this year concerns what will become of the Dodd-Frank mandated CEO pay ratio set to be disclosed publicly for most companies beginning with proxies filed in 2018 – if not delayed or overturned beforehand. Earlier this year, acting Securities and Exchange Commission (SEC) Chair Michael Piwowar took the unusual step of requesting additional comments on the cost and burden of complying with the already approved CEO pay ratio rule, which would require companies to disclose the ratio of CEO pay to that of the median employee. 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 →
Perhaps the most controversial rule regarding executive compensation in the Dodd-Frank Financial Reform legislation is the CEO pay ratio disclosure. This rule requires disclosure of the CEO’s pay to that of the company’s median employee. The SEC adopted final rules regarding the pay ratio disclosure requirement in calendar year 2015, and the requirement is scheduled to take effect with proxies filed in 2018. 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 →
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 →
After nearly three years, on September 18, 2013, the SEC issued proposed rules for one of the most contentious executive compensation provisions of the Dodd-Frank Act –CEO pay ratio disclosures. Continue reading →
The CEO pay ratio, a previously outstanding major regulation mandated by Dodd-Frank, now has proposed rules. The SEC voted 3-2 Wednesday, September 18th, to propose rules that will require most public companies to disclose how their CEO's compensation compares with … 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.