Say on Pay制度前後薪酬績效敏感度分析

Abstract

Say on Pay (SOP) is a term used for a rule in corporate law whereby a firm's shareholders have the right to vote on the emuneration of executives. SOP potentially increases scrutiny over top management’s compensation and therefore, this study investigates how SOP affects the pay-performance sensitivity of US firms. Based on ExecuComp data from 2007 to 2014 (and excluding the years 2010 and 2011), the results show that pay-performance sensitivity increased significantly after SOP became effective. When further decomposing executive pay into its cash-based and equity-based components, this study finds evidence of an increase in the link between performance and these executive compensation components as well. Further, using pre-SOP data, even though Appel, Gormley, and Keim (2016) find that ownership by passive fund increases several corporate governance of a firm, they did not find that ownership by passive fund increases the sensitivity of pay to stock price movements. Their results suggest that passive fund ownership’s ability to influence pay structures is limited before SOP became effective. However, this study finds that the increase in pay-performance sensitivity after SOP is larger in firms with higher passive fund ownership relative to firms with lower passive fund ownership. The results suggest that SOP do increase the executive compensation monitoring ability for investors who care about the long-term value of a firm but who are lack of the ability to influence executive compensation structure before SOP. Thus, in contrast to most prior studies on the impact of SOP on executive incentives and compensation, the evidence shown in this study is consistent with SOP improves rather than weakens the alignment of managerial wealth and shareholder interests.