Executive pay is often judged by a single figure, but that figure can be deeply misleading. In this episode, Doug Chia speaks with Ira Kay and Mike Kesner from Pay Governance LLC about the limitations of traditional compensation reporting and the frameworks that aim to better reflect reality.

They walk through the mechanics of realizable pay, the SEC’s compensation actually paid metric, and the broader challenge of demonstrating pay-for-performance alignment. Along the way, they examine common criticisms of executive compensation, the role of proxy advisors, and what decades of data suggest about whether those criticisms hold up.

What You’ll Learn

• Why the "Summary Compensation Table" is an insufficient metric for evaluating the true alignment between executive pay and company performance.
• The distinction between "Realizable Pay" and "Compensation Actually Paid (CAP),".
• How to navigate the shifting landscape of proxy advisory influence as major institutional investors move toward in-house AI tools and customized voting policies to evaluate "say on pay".
• Strategies for identifying and correcting common causes of pay misalignment.
• The reasons why institutional investors continue to prefer Performance Share Units (PSUs) as a tool for holding management accountable for long-term strategic goals.

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To learn more & get resources:

• Podcast & episodes: www.publiccompanyseries.com
• Download the book: www.nyse.com/pcs

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Boards today are operating in a rapidly shifting landscape where traditional expertise alone is no longer enough. In this conversation, Erin Essenmacher and Rochelle Campbell unpack what it means to build a “balanced board” that can effectively oversee strategy and risk in a dynamic environment. They challenge long-held assumptions about board composition and make the case for expanding the lens beyond titles to focus on lived experience, mindset, and the ability to contribute across complex issues.

Through real-world examples, they illustrate how organizations can identify candidates with unconventional backgrounds, ranging from technologists to cross-industry leaders, who bring fresh perspectives into the boardroom. The discussion also dives into how to evaluate candidates for curiosity, adaptability, and systems thinking, while maintaining the rigor required for effective governance. The result is a framework for constructing boards that are not only diverse in composition, but also more agile, thoughtful, and aligned with long-term strategy.

What You’ll Learn

• Why modern boards must look beyond the traditional C-suite to find directors who offer specialized expertise and diverse perspectives.
• How to identify and recruit leaders who understand emerging technologies as an integral part of the business landscape.
• Why the most effective board members balance deep functional expertise with a broad, holistic understanding of business strategy.
• Strategies for vetting candidates who possess the humility and curiosity required to transition from an operator to an oversight role.
• How companies can use "board buddies" and targeted coaching to accelerate the effectiveness of non-traditional board members.

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To learn more & get resources:

• Podcast & episodes: www.publiccompanyseries.com
• Download the book: www.nyse.com/pcs

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What makes a board truly effective? Beyond resumes and expertise, it comes down to how directors interact, challenge each other, and make decisions together. In this episode, Chuck Gray and Pam Warren of Egon Zehnder share insights from their work with boards around the world, focusing on the cultural foundations that drive performance.

They discuss the importance of intentional leadership, the nuances of leading peers rather than subordinates, and the practices that help boards operate as cohesive groups rather than collections of individuals. From agenda-setting to feedback loops and inclusive participation, this conversation offers a detailed look at how strong board cultures are built, and what happens when they’re not.

What you'll learn:

• How to navigate the leadership transition from a command-and-control CEO mindset to a "first among equals" board chair style that prioritizes leading peers through shared ownership rather than mandate
• Practical techniques for "energy management" and intentional agenda setting to create a focused "container" for high-stakes decision-making, including the use of pre-meeting one-on-ones to ground every director
• How to apply the "constellation" framework to diagnose dysfunctional board patterns to improve collective performance without making individual directors defensive
• Strategies for moving beyond "press release" diversity to foster true inclusivity by intentionally integrating "only" or "unique" voices into deliberations so their specialized expertise is fully leveraged
• Why deep, confidential referencing is essential for board recruitment to identify how a candidate "shows up in the room" and avoid the "ball watching" dynamic where a board becomes passive spectators to a dominant duo

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To learn more & get resources:

• Podcast & episodes: www.publiccompanyseries.com
• Download the book: www.nyse.com/pcs

Subscribe now to hear insights from the most respected voices in corporate law and governance.