Do Compensation Consultants Have Distinct Styles?

In our paper, Do Compensation Consultants have Distinct Styles?, which was recently made public on SSRN, we investigate whether the choice of a specific compensation consultant affects the compensation level and structure of top managers. This question is crucially important because existing studies that examine the compensation of CEOs show that compensation schemes influence their behavior and, consequently, impact firm economic outcomes. Compensation consultants are typically hired by the board of directors’ compensation committee to help craft compensation policies for the top managers of the corporation. Although they serve at the behest of the board, consultants can imprint their own distinct styles in fashioning compensation policies for a firm. We examine whether individual compensation consultants influence compensation policies in unique ways, i.e., exhibit distinct “styles,” after controlling for the known economic determinants of these policies.

Compensation consultants strive to signal distinct styles in a positive manner via their own advertising. For example, Towers Watson claims to “bring a unique portfolio of resources” to the table, with an emphasis on aligning board actions with shareholders (e.g., avoiding “say on pay” disputes). [1] Conversely, the media has reported that consulting advice varies little. For example, Towers Perrin was accused in 1997 of giving nearly identical reports on workplace diversity to multiple consulting clients across different industries. [2] Towers Perrin’s response was that all of the clients reported in the article faced similar economic forces and, therefore, received similar advice. [3] Thus, the anecdotal evidence on consultant style is mixed.

Compensation consultants have been in the direct line of fire from academics, board members, and policy makers. For example, Bebchuk and Fried (2014) take the view that managers will influence the employment of consultants who are likely to recommend higher pay and use their advice to justify excessive compensation. They further argue that compensation consultants, driven by their cross-selling incentives and/or desire to obtain repeat business, design compensation plans that provide excessive pay to managers. Thus, they suggest that compensation consultants worsen, rather than alleviate, agency problems within firms. Board members also claim that compensation consultants are to blame for spiraling CEO pay (Workforce, February 7, 2008). Finally, the former SEC Commissioner Roel C. Campos in a speech stated, “Another significant driver of excessive CEO compensation is the use of compensation consultants.” He goes on to add, “It is extremely difficult to avoid using high comparables, and consultants can pretty much find high comparable income data to support paying a high amount to the CEO. This is the case even if the consultant reports directly to the board.”

Thus, it is an open question whether individual compensation consultants: (i) have distinct styles and managers/boards hire consultants with a specific style, (ii) do not have distinct styles, but instead give compensation advice based purely on economic characteristics, and (iii) respond in a distinct manner to the incentives that arise from the governance environment of the client firm and their own self-interest. We investigate these issues in our paper. In the process, we attempt to shed light on whether compensation consultants facilitate compensation arrangements that reflect a competitive equilibrium in the level of pay and an efficient equilibrium in the incentives provided by optimal contracts (the “efficient” view) or that compensation contracts are written by captive boards and pliant compensation consultants to enhance the welfare of powerful CEOs (the “agency” view).

Our empirical tests detect little evidence suggesting that individual consultants have their own distinct styles. This evidence can be interpreted in two different ways. One possibility is that compensation consultants do not have any specific style and are perfect substitutes for each other. Consequently, the choice of compensation consultant will not matter much because their compensation advice will be grounded in the economic determinants of compensation level and structure and, thus, will be quite similar. An alternative possibility is that compensation consultants do not have distinct styles, but will work in their own self-interest by reacting to the incentives provided by the hiring firm. We distinguish between these views by finding style-like effects for the subsample of client firms with weak governance mechanisms, but not for the subsample of client firms with strong governance mechanisms. These results suggest that the choice of individual consultant does not matter in firms that have strong governance mechanisms. For the weak governance firms, we find that the style-like effects are largely driven by firms that hire consultants who do not have any non-compensation related businesses. In this subsample, both the lead return on assets and Tobin’s q for their client firms are significantly lower for consultants who recommend a higher salary or higher salary percentage as a proportion of total compensation. We also document style-like effects for the subsample of client firms with whom the consultant has existing business relationships unrelated to compensation consulting (conflicted consultants). Further, when these conflicted consultants recommend higher equity-based compensation, the client firms’ values as measured by their lead Tobin’s q are significantly lower and that these client firms tend to have higher accruals.

Our overall conclusion is that it does not matter which compensation consultant is hired by client firms with strong governance mechanisms in place because they will get similar advice based on their economic characteristics and environment. We conjecture that these client firms may still decide to choose a more reputable consultant because of the stronger certification role it plays, but they will likely have to pay higher fees for the services of this consultant. However, consistent with the Bebchuk and Fried (2104) view that consultants can aggravate agency problems within firms, we do observe style-like effects and some resultant perverse outcomes when there is greater potential for managers to take actions in their self-interest and/or when consultants have weaker incentives to provide objective advice. Thus, based on our subsample analysis, we find evidence consistent with both the “efficient” and “agency” views of compensation contracts.

The full paper is available for download here.