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The Money Men

Compensation consultants are getting heat from Congress, angry shareholders, and regulators. So why are they more in demand than ever?

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Waxman
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Warren Buffett refers to them derisively as “Ratchet, Ratchet, and Bingo,” while his pal Charles Munger recently opined that “prostitution would be a step up for these people.” Barry Diller says they “should be flushed into the East River, and no value loss would ever be seen by man.” And that’s nothing compared with what some institutional investors are saying.

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.

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