Boards May Cut Exec Pay to Make Nice with SEC—Agenda

Farient Partner and COO R.J. Bannister was quoted in Agenda examining how shifting enforcement dynamics may reshape the role of boards in executive compensation decisions. The article looks at the SEC’s evolving posture following Archer-Daniels-Midland’s voluntary cuts to executive incentive pay as part of a broader settlement tied to accounting issues.

Bannister highlighted that a more measured regulatory approach may increase expectations for boards to address issues proactively. In this environment, oversight responsibilities would fall squarely on audit and compensation committees to ensure pay outcomes remain aligned with financial integrity and shareholder interests. Where missteps occur, boards may rely more on discretion—such as voluntary pay adjustments—to demonstrate accountability and good governance.

“That means that there is an expectation that companies are taking care of issues in-house… it puts the onus on the board.”

The article underscores Farient’s view that executive compensation is no longer just a design exercise but a governance signal. As enforcement frameworks evolve, boards must balance fairness, transparency, and responsiveness—placing compensation committees at the center of how organizations reinforce trust with investors and regulators alike.

About R.J. Bannister

Partner, COO, Farient Advisors/GECN Group, New York

New York: (646) 626-6929
Mobile: (917) 747-3985
rj.bannister@farient.com

R.J. has 30-plus years of experience consulting to the S&P 1500 and large private companies representing the board’s compensation committee or management, and sometimes both parties. R.J. has worked with hundreds of companies on their total rewards strategy and executive compensation philosophy to align pay programs with business strategy. His ability to create alignment results from deep insights on industry and compensation trends; sophisticated financial, market, and compensation analytics; and impactful, easy-to-implement solutions. He has worked in nearly every industry sector and extensively with private equity companies. Before joining Farient, R.J. was the founder and CEO of Bannister Group LLC, an executive compensation and total rewards consultancy he founded in 2019 after retiring as a managing director from Willis Towers Watson. R.J. holds an MSc in economics from the London School of Economics and a BS in economics from the University of Pennsylvania’s Wharton School with a triple concentration in corporate finance, strategic management, and international political science.

Click here to meet the rest of the team.