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.
We assist in developing an overall framework and governing philosophy, which describes the company’s approach to all aspects of pay. We utilize decision-quality data to assist compensation committees in making fully informed decisions.
We evaluate incentive and other executive program designs to:
- Ensure that plans meet the company’s philosophy
- Support corporate strategy and organization
- Ensure performance measures are appropriate and consistent with the company’s value creation objectives
- Improve “line of sight”
- Align executive interests with those of shareholders
- Be tax, accounting, and dilution efficient
- Align pay and performance
We keep compensation committees informed and educated on emerging trends and key developments in executive compensation
We perform periodic reviews of executive arrangements, benefits and perquisites from both a “how” and “how much” perspective.
We work with compensation committees to ensure compliance with relevant regulations and best practices.
Gillian Emmett Moldowan is a partner in the Compensation, Governance & ERISA practice.
She advises companies, boards of directors, executives and investors on compensation and benefit matters, including equity-based incentives, deferred compensation programs and employment, retention and severance arrangements. Her practice focuses in particular on issues that arise in securities offerings and mergers and acquisitions transactions. She regularly counsels clients on disclosure, corporate governance, trading rules (including Section 16) and the negotiation of executive employment arrangements. Gillian also advises on the applicability of federal securities law, tax law and general employment-related legal issues.
Todd B. Castleton is counsel with Kilpatrick Townsend & Stockton’s Employee Benefits Practice in the firm’s Washington, D.C. office, where he leads the Qualified Retirement Plans team. His practice focuses on the compliance and administration of qualified defined contribution and defined benefit retirement plans, nonqualified deferred compensation arrangements, and health and welfare plans. Todd partners with clients to achieve efficient solutions for effective employee benefit plan administration, to maintain the plans’ tax-preferred status under the Internal Revenue Code (IRC), to manage employee benefits issues in mergers and acquisitions, to comply with Titles I, II, and IV of the Employee Retirement Income Security Act (ERISA), and to implement the requirements of the Tax Cuts and Jobs Act of 2017 (Tax Reform) and the Patient Protection and Affordable Care Act of 2010 (Health Care Reform). He is a contributing editor of The 401(k) Plan Handbook, and formerly was contributing editor of the Guide to Assigning & Loaning Benefit Plan Money.
John Sinkular is a Partner in the Detroit office of Pay Governance. For nearly 25 years, John has assisted companies with designing their executive pay programs to align to their business strategy and achieve talent objectives to drive shareholder value. John consults with publicly-traded, privately-owned and pre-IPO companies regarding executive and non-employee director pay. His work includes pay strategy, peer group development, pay level benchmarking (both U.S. and international positions), annual and long-term incentive plan design, pay-performance analyses, board pay and special situations.
John has worked with a wide range of pre-revenue, small cap and Fortune 500 companies. He works with companies in a variety of industries, business stages and situations. John has significant experience in helping companies effectively handle significant changes, including asset sales, bankruptcy, IPOs, M&A, and helping “newco” companies to be successful thereafter.
John has presented at several conferences and roundtables, including Equilar, CHRO Board Academy and NASPP, and regularly conducts research. He has published over 20 articles in national journals including Agenda, Compensation Focus, The Corporate Board, Ethical Boardroom, NYSE, World-at-Work, and Workspan, and Pay Governance’s Viewpoints. He was a contributing author to Pay Governance’s books, “Executive Pay at a Turning Point” and “Balancing the Tension”. Recent article topics include ensuring the pay program is on a strong foundation, optimizing retention impact of pay program, incentive plan goal setting, director compensation, manufacturing pay trends, considering the use of relative measures (TSR), ISS and homogenization of pay practices, and recovering from a failed Say on Pay vote.
For 11 years John worked as a Partner in Executive Compensation for Towers Perrin (now Willis Towers Watson). Prior to that, John worked for William M. Mercer.