What's in a list? A glance at this year's dealmakers from the 100 largest S&P companies prompts two thoughts. First, is the obvious: Many names are familiar from last year, when we first ran a list of the folks running corporate dealmaking at the largest American companies. That's probably a good thing for a business that thrives on consistency and lessons learned from deal to deal. Then there's a more nuanced reality: These executives' jobs have been rapidly evolving in the face of increasing market challenges, calls for greater performance accountability from boards and shareholders, and a chilly M&A landscape.
For starters, many CEOs have stopped expanding their corporate dealmaking operations and have been leaning harder on existing teams for greater accountability on deals they initiate. This includes less flashy but incredibly demanding tasks such as post-merger integration, which can take one to three or more years to complete and is the real proving ground for whether or not a transaction ultimately pays off. Traditionally, many corporate dealmakers, like many investment bankers, have tended to walk away once a deal has closed because that's often how their compensation was structured. But that seems to be changing as boards demand more accountability for the deal post-close -- a trend that surfaces in a recent survey by Deloitte LLP, "Corporate Development 2012: Leveraging the Power of Relationships in M&A." Says Michael Kesner, the principal in charge of Deloitte Consulting LLP's national compensation practice, who is quoted in the study: "Corporate development executives feel they should be paid for closing the deal, but boards want to see how it plays out."
Calls for greater accountability have led to a lot of soul-searching over metrics at companies of all sizes. Kent Oakley, director of acquisitions and divestitures at Columbus, Ohio-based healthcare provider Cardinal Health Inc., recently told a group of fellow corporate dealmakers at a Conference Board gathering in New York on post-merger integration that over the past year he has buckled down to using performance scorecards to coax more consistency from M&A teams. In the past, he says, "You'd go to a transaction leader, and they'd think it was a great job. Then you'd go to another IT leader, and they'd have a very different reaction. So scorecards will help across the organization." Such comments tie in with broader changes those who track this business are seeing.
"As I look at the evolution of corporate development, it's changed a lot," says Chris Ruggeri, a principal in the advisory services practice of Deloitte Financial Advisory Services LLP in New York. She says the days of the "deal jockey" -- where executives made their mark primarily by landing and closing big transactions -- are disappearing. More and more, corporate dealmakers' role is to quarterback teams and build relationships rather than focus on just bagging the next deal. The team can be everyone from front- to back-office staff involved in everything from due diligence to integration.
"The need to collaborate has become paramount as smaller staffs leverage expertise both inside and outside their firms," Ruggeri says. As their jobs evolve, corporate development executives are becoming more knowledgeable about different parts of the company. In the Deloitte survey, more than half say their job is now becoming more of a path to the top of the executive ladder.
Interestingly, this increased emphasis on relationship building may end up opening more opportunities for women in corporate development, who share a theme with other women execs across corporate America: Not many make it to the top. According to research group Catalyst Inc., just 16% of Fortune 500 corporate board seats are filled by women. The numbers are even smaller for women CEOs, with just 3.6% filling that role in the top 500. The theme is echoed in this year's top 100 list: Only 12% of corporate development heads are women.
Ruggeri says she's detected some signs of a shift in conversations, particularly because of this more recent emphasis on relationship building. For example, she recently spoke with a woman who heads M&A at a Fortune 50 company. "When I asked how the composition of her team is going to change going forward, she said, 'I'm looking for a different skill set. It used to be the qualification was great dealmakers. Now I need people who are really good at networking and connecting the dots.'?" People skills become that much more important in building long-term relationships with potential targets, with some courtships lasting for months or years. The same applies when a company plans to sell a business. "I might be selling to someone who will be an ongoing supplier. So there's a potential for an ongoing business relationship. And women are generally more adept at managing the human relationship," she says.
Others agree that corporate dealmakers need to tread carefully between relying on financial metrics and displaying old-fashioned common sense. One U.S. corporate dealmaker recalls how his company made a small acquisition in Western Europe and sent a well-regarded team member over to close the deal. "It was a disaster," the executive recalls, saying that the dealmaker relied too heavily on U.S. financial jargon and ended up alienating the family members of the acquired company.
Aileen Stockburger, vice president of corporate development at Johnson & Johnson, says she prizes common sense in peers, that is, "someone who can think on their feet and has good values" because "nobody went to school for business development." Which means it's essential for corporate dealmakers to take a hands-on role in the many issues. This diversity of challenges is one of the reasons she says she relishes her role.
More corporate dealmakers will be putting their relationship skills to the test in the months ahead as they explore more strategic partnerships and joint ventures in the U.S. and overseas, in particular emerging economies such as China and India where it's much more difficult to do outright acquisitions. While headline numbers suggest that M&A in the U.S. has taken a serious stumble -- activity is down 34% the past five months from the same time last year, according to Dealogic -- some bankers report there's plenty of activity in smaller deals that often are not reported. Hiter Harris, managing director and co-founder of Harris Williams & Co., a Richmond, Va.-based middle-market investment bank, says that "our backlog of deals is up over 60% from this time last year." Dealmakers across the market-cap curve are all involved, he says. "Corporates have more cash and debt capacity than they've ever had in the history of mankind," he wryly notes.
In fact, it's no big secret that beyond all the headline hype of megadeals an estimated 90% to 95% of transactions done by big companies fall well below $1 billion. Many are never announced. The Deloitte survey suggests that dealmakers are becoming more focused on even smaller transactions -- strategic partnerships -- as companies look at more efficient ways to break into new markets while reducing costs and risks. While only 20% of the companies are actively seeking major transactions, more than half say they're eyeing more bite-sized strategic deals. That suggests many of the dealmakers on this year's 100 list will likely stay busy for the next 12 months. Which also means that we may see many of them on the top 100 list again next June.