Compensation-Related Risk and Compensation Consultants

This Director Notes is the last in a series of four studies developed in collaboration with Davis Polk & Wardwell to provide guidelines and examples to member companies of The Conference Board on emerging practices following the SEC enhanced disclosure reform of December 2009. The analysis of 2010 proxy statements from Dow Jones Industrial Average 30 companies shows that all financial companies and as many as 77 percent of the other survey participants made an affirmative statement with respect to the correlation between compensation granted to their executives and the executives’ risk behavior. In qualifying such risk, about 60 percent of financials and 53 percent of non-financial companies referred to the likelihood of a material adverse effect on the company’s business. To mitigate the risk, companies use an array of measures, including clawbacks and stock-holding guidelines. Virtually all companies retain compensation consultants, with fees ranging from $100,000 to $440,000; however, fees paid to the consultants for additional services may be as high as $4.9 million.