SEC’s New Pay Versus Performance Disclosure Clarified

Ira Kay

Managing Partner, Pay Governance, LLC

Ira, a Managing Partner/Founder at Pay Governance, is one of the nation's foremost experts on executive compensation. He works closely with boards and management to help them develop executive compensation programs that balance executive motivation and shareholder interests. His clients include premier US and global corporations covering an array of industries including technology, retail and financial services companies. 

He is considered an expert on the linkage of executive pay to performance. He has met with shareholders, ISS and the SEC to influence their executive compensation policies. He was lead author on several SEC comment letters on various proposed policies on executive compensation.

Ira writes and speaks regularly on executive compensation issues. He is one of the editors and authors for Pay Governance’s book titled, “Balancing the Tension: Current Topics in Executive Compensation.” This book, written by the partners and consultants of Pay Governance, documents the realities of executive pay and the forces that have shaped pay in recent years. He has written other books and has been quoted in The Wall Street Journal, The New York Times, The Economist, Agenda, and other leading Board level publications.

Ira holds a B.S. in Industrial and Labor Relations from Cornell University and a Ph.D. In economics from Wayne State University.

Mike Kesner

Partner, Pay Governance, LLC

Mike Kesner, is a Partner in the Chicago office of Pay Governance LLC and is an experienced executive compensation professional with over 40 years of consulting experience. He advises a number of companies' Board of Directors and senior executives on executive compensation and corporate governance matters. He is a thought leader, a featured speaker, and author on the topic of executive compensation and corporate governance. Mike has served on the advisory board of Compensation Standards and was a member of the Blue Ribbon Commission on Executive Compensation.

Mike became a partner in Pay Governance LLC in July 2020. He was previously a Principal at Deloitte Consulting from 2002 to 2018 and a Senior Adviser from 2018-2020. He began his career at Arthur Andersen and was the partner in charge of the executive compensation practice until May 2002.

Linda Pappas

Principal, Pay Governance, LLC

Linda Pappas is a Principal based out of Pay Governance LLC’s Philadelphia office and resides in Raleigh, North Carolina. Linda has over 17 years of experience supporting and advising the Compensation Committees of a broad spectrum of companies across industries. Linda’s expertise spans multiple aspects of executive and non-employee director compensation, and she is a subject matter expert on proxy advisor policies

Linda is the leader of Pay Governance’s Proxy Advisor and Governance team. Linda also serves on the Advisory Board of the Carolinas Chapter of the National Association of Corporate Directors (NACD) and has been a speaker at multiple NACD roundtables on the topic of executive compensation. Publications include articles in the Harvard Law School Forum on Corporate Governance and various Pay Governance Viewpoints​.

Prior to joining Pay Governance, Linda worked in Willis Towers Watson's Executive Compensation practice for over 6 years in the Philadelphia and Charlotte offices. Linda graduated magna cum laude from Cornell University with a degree in Applied Economics and Management.

David Shaw

Publishing Director, Directors & Boards and Private Company Director

David Shaw is the publishing director of Directors & Boards and its sister publication, Family Business. With more than 30 years of experience in business-to-business and consumer media markets, he has served as an editor, publisher, publishing director, group publisher and group vice president of a variety of publications, trade shows, conferences and websites.

Prior to founding GRID Media, David served as senior vice president for Phillips Business Information Inc., where he oversaw nearly 100 discrete media properties, and helped build the business from $35 million to more than $100 million in annual revenues. He is a frequent author and speaker on issues related to business-to-business media, multi-generational family businesses and private and public company governance. He is married, with two grown children, one serving in the Navy and the other in law school.