The Money Men
Compensation consultants are getting heat from Congress, angry shareholders, and regulators. So why are they more in demand than ever?
Talk to these guys. A look at the compensation consultants who are boosting today's skyrocketing C.E.O. pay packages. Read More
With public sentiment on his side and armed with new legislation, Representative Barney Frank is on a mission to rein in executive salaries. Read More
Hype Report: executives
| gainers for Today | ||
| Rank | executives | 1-Day Move |
|---|---|---|
| 1 | Sumner M. Redstone | 500% |
| 2 | Mel Karmazin | 500% |
| 3 | Anne M. Mulcahy | 400% |
| 4 | Thomas C. Gallagher | 300% |
| 5 | Mark A. King | 300% |
Industry:
Telecomm
Summary:
The Company provides communications services through two reportable segments, Wireline and Domestic Wireless.
Primary executive:
Ivan G. Seidenberg,
Industry:
Conglomerates
Summary:
A technology, media & financial services company, with products & services ranging from aircraft engines, power generation,
Primary executive:
Jeffrey R. Immelt,
Industry:
Energy and Utilities
Summary:
The Company's business is energy, involving the exploration, production, transportation & sale of crude oil & natural gas
Primary executive:
Rex W. Tillerson,
Industry:
Healthcare
Summary:
A research-based, global pharmaceutical company which discovers, develops, manufactures and markets prescription medicines for humans and animals.
Primary executive:
Jeffrey B. Kindler,
Industry:
Professional Services
Summary:
The Company is a provider of human resource benefits, outsourcing and consulting services.
Primary executive:
Russell P. Fradin,
Ivan G. Seidenberg
Industry:
Telecomm
Biography:
IMr. Seidenberg, 61, Chairman and Chief Executive Officer, Verizon Communications Inc.; President and Chief Executive Officer
Barry Diller
Industry:
Retail
Biography:
Mr. Diller, age 65, has been Chairman of the Board and Chief Executive Officer of IAC/InterActiveCorp (an information, entertainment
Warren E. Buffett
Industry:
Finance
Biography:
Mr. Buffett, age 76, has for more than thirty-six years been Chairman of the Board and Chief Executive Officer of Berkshire
Forget lawyers. There’s a new white-collar professional that everybody suddenly loves to hate: the executive compensation consultant. They’re blamed for everything from fueling skyrocketing C.E.O. salaries to designing golden parachutes larger than the G.D.P. of some developing nations but are more in demand than ever. Chief execs—eager to keep pace with their colleagues—have depended on comp consultants to negotiate on their behalf for years. But a growing number of boards are now relying on consultants too, as corporate compensation committees grapple with new regulations, increased scrutiny from shareholders, Congress, and the media.
This year, for the first time, the Securities and Exchange Commission began requiring companies to disclose the names of any consultants they use in determining executive pay—along with a narrative explanation of how they arrived at their compensation package. But that’s only the beginning. Last week, Representative Henry Waxman, Democrat of California, chairman of the House Committee on Oversight and Government Reform, wrote to six of the nation’s largest executive consulting firms, questioning the work they do for 250 of the nation’s biggest companies. Waxman also indicated that he may hold hearings to investigate the industry.
“With all the discussion about executive pay, there’s been some finger-pointing at people like us,” acknowledges Jeffrey Hyman, a consultant at ExeQuity LLP. “We don’t make any decisions, but frankly, the spotlight is shining in every corner.”
Compensation consultants specialize in the dark art of designing executive pay packages that will attract and retain top management talent. They do so by consulting with management and examining proprietary databases listing the salaries of other executives. It’s a job that places them squarely in the middle of the executive compensation controversy. Though the boards make the final pay decisions, many of the most lucrative compensation tools have been devised by the pay consultants, who also advise on appropriate pay levels and how that pay stacks up against industry-wide trends.
But despite their bad rap, compensation consultants fill an undeniable need. Boards are struggling to decipher a flood of new regulations on executive pay, including Sarbanes-Oxley, rules on deferred compensation and stock expenses, and new S.E.C. rules that require disclosure of the use of consultants and an explanation of how pay was decided by them. “We have to help boards balance the retention and motivation value versus the reaction of the investor—and, to an extent, the media,” says Ira Kay, who heads executive compensation consulting at the top human resources firm Watson Wyatt. In the old days, the amount of time consultants spent with clients calculating and discussing potential fallout from designing aggressive pay packages for top execs was “minuscule,” he says. Nowadays such discussions account for “half,” the time, according to Kay, who has consulted for Wal-Mart, EMC, General Mills, Schering-Plough, Metco, DIRECTV, and others.
This turnabout is an ironic twist, given the rising volume of complaints from some shareholder groups and observers who hold that the consultants are partially responsible for the dramatic rise in executive pay. In the early 1990s, the S.E.C. issued an initial set of disclosure rules that increased the amount of information available about how much chief executives were paid. Following that development, compensation consultants began compiling databases of salary data and selling it to companies to use when setting executive pay.
“C.E.O.’s got envious of fellow C.E.O.’s, which is natural,” says Broc Romanek, a former S.E.C. attorney, and the editor of CompensationStandards.com. “Comp committees would want to pay in the top quartile, and if everybody is paid in the top quartile, the top quartile grows 25 percent each year.”
Until recently, it was often the very executives whose pay was in question who hired the consultants on behalf of the compensation committee—an arrangement that some felt didn’t exactly encourage those consultants looking for clients to be stingy. Many of Kay’s colleagues in the industry, he says, held their initial consultations with chiefs on the links or during fancy dinners. But in the wake of shareholder outrage over the rise in corporate scandals, that kind of chummy consultant and C.E.O. contact has begun to change. Though some execs still retain a personal consultant to make counteroffers and help negotiate, most compensation committees now hire the consultants who recommend pay packages.
But even that has failed to tamp down the rising controversy over possible conflicts of interest. The executive compensation consulting practices at firms like Mercer, Watson Wyatt, and
The revelations infuriated investors. Last October, a coalition of 13 state and union U.S. pension funds with collective control over nearly $850 billion in assets sent a letter to the compensation committees of the top 25 U.S. companies expressing concern about possible conflicts of interest. The coalition asked companies to list all the services their compensation consultants provided to management. And it asked whether the firms had policies in place to prevent consultants from doing other work. At least 18 of the companies replied.
The heightened criticism is part of what’s feeding comments from prominent figures like Diller and Buffett—who complain that the consultants exist only to ratchet up executive pay and then collect fees for doing so. But so far, there’s little sign it’s having any significant negative impact on the business of the consultants.
The newsletter, Compliance Week, surveyed a sample of nearly 250 new proxy statements in April and found that 77 percent reported doing business with a compensation consulting firm. No industry with a reach that widespread can fly under the radar forever.
With Representative Waxman inching toward hearings, institutional investors clamoring for more information, and boards ducking for cover, compensation consulting firms are likely to be a prime target for new regulation in the months ahead.



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