Changes In Shareholder Wealth Research Articles

Performance pay sensitivity: Do top management incentives align with shareholder value creation?

Arising from the principal-agent consideration, Jensen and Murphy (1990b) studied the pay-performance sensitivity (including pay, options, stockholdings, and dismissal) for chief executive officers (CEOs) in the 1980s. They found that CEO wealth changes $3.25 for every $1,000 change in shareholder wealth. In this study, we revisit the issue of the linkage between CEO pay and performance but with the difference that we only include observable measures in the pay-performance sensitivity estimate. Our data on executive compensation stems from the ExecuComp database on S&P 1500 firms, and the performance data from the Center for Research in Security Prices (CRSP) database (total: 23,737 firm-year observations). We find that CEO wealth changes $5.34 for every $1,000 change in shareholder wealth. Almost all of this sensitivity is attributed to compensation through stock options and the CEO’s inside stockholdings. Today, the incentives generated by stock options have increased thirteen times, and the total pay-performance sensitivity has almost doubled in value, compared to when Jensen and Murphy (1990b) estimated the pay-performance sensitivity in the 1980s for the first time. Despite the increased pay performance sensitivity, we hypothesize that internal and external political forces negatively affect the CEO’s performance incentives. Compensation constraints reduce the pay performance sensitivity and hereby the incentives for the CEO to maximize shareholder wealth. Further research on how CEO wealth varies with absolute and relative corporate performance is required to determine if the CEO’s incentives are consistent with shareholder wealth maximization.

INVESTOR RESPONSE TO FOOD NUTRITION LABELING REGULATION IN CHINA

INVESTOR RESPONSE TO FOOD NUTRITION LABELING REGULATION IN CHINA

The Evolution of Executive Pay Policy at General Motors, 1918–2008

This article documents the gradual movement of General Motors away from the partnership concept that dominated U.S. corporate pay policy in the first half of the 20th century and toward the “competitive pay” concepts that have prevailed since then. The partnership concept was achieved by paying managers bonuses in the form of GM shares, with the amounts paid out of a single company‐wide bonus pool and based on a fixed share of profit (after subtracting a charge for the cost of capital). Thanks to this “EVA‐like” bonus scheme, GM's managers effectively became “partners” with the company's shareholders, sharing the wealth in good times but also the pain in troubled times. What's more, the authors also show that, from the establishment of the program in 1918 through the 1950s, the directors went to great lengths—including several bouts of innovative (and often complex) problem‐solving—to achieve their compensation objectives while maintaining such fixed‐share bonuses.But the sharing philosophy and associated compensation practices were gradually supplanted by competitive pay practices from the 1960s onward. The authors show that by the late 1970s, GM had a board of directors with modest shareholdings, in contrast to the board in the early post‐war period, whose directors had large stakes. As a consequence, directors began acting less like stewards of capital and more like employees whose financial rewards came not from returns on GM's stock but from the fees they received for their services. This fundamental change in board compensation almost certainly contributed to the gradual abandonment of fixed‐profit sharing for GM's managers. In its place, the board implemented competitive pay policies that, while coming to dominate executive pay policy in the U.S. and abroad, have largely divorced executive pay from changes in shareholder wealth. In the case of GM, this growing separation of pay from performance was accompanied by a significant decline in corporate returns on operating capital as well as stock returns over time.

Real Estate Mergers: Corporate Control & Shareholder Wealth

This study contributes new evidence to distinguish why mergers occur in the real estate industry by quantifying the combined firm return for nearly three decades of real estate mergers. As a measure of the overall change in shareholder wealth created by a merger, the combined firm return plays a key role in differentiating competing merger theories and is quantified for the real estate industry for the first time. Findings from this study are consistent with the notion that real estate mergers occur because firms with superior management acquire other firms that possess unexploited opportunities to cut costs and increase earnings (the inefficient management hypothesis). Furthermore, the results indicate that real estate mergers generally create wealth, as shareholders at best realize modest gains and at worst break even.

What Investors Need to Know about Executive Pay

Public company disclosures give analysts a comprehensive measure of top management’s total compensation but do not provide a comprehensive measure of management’s incentive to increase shareholder value. This article presents comprehensive measures of management’s value and growth incentives. The authors’ incentive measures (“value wealth leverage” and “revenue wealth leverage”) show the sensitivity of management wealth to changes in shareholder wealth and revenue. The article shows how investors can use these measures to determine whether top management has a strong value-creation incentive, a strong incentive to pursue value-destroying growth, or neither. The authors also present findings from their study of S&amp;P 1500 companies, including an analysis of the impact of value wealth leverage on subsequent shareholder returns. The results show that companies with high value wealth leverage tend to outperform other firms in terms of excess returns, but the effects are concentrated among value (as opposed to growth) firms. <b>TOPICS:</b>Manager selection, legal/regulatory/public policy, statistical methods

CEO Incentives—It's Not How Much You Pay, But How*

In this 1990 Harvard Business Review classic, the authors begin by correcting a number of widespread misconceptions: Contrary to headlines at the time, top executives at the end of the 1980s were not receiving record salaries and bonuses. Instead they were catching up to real levels of pay that prevailed during the 1930s and had dropped sharply since then. Annual changes in executive compensation during the 1970s and 1980s were largely unrelated to changes in corporate performance, with CEO total compensation varying by only about $3 with every $1,000 change in shareholder wealth. (And the variability of total CEO pay was no higher than that of the compensation of hourly and salaried employees.) With respect to pay for performance, U.S. compensation practices in the '70s and '80s were getting worse rather than better over time. The percentage of stock ownership by CEOs in large public companies was ten times greater in the 1930s than in the 1980s. And during the previous 15 years (1975‐1989), CEO holdings as a fraction of value had actually fallen. With the aim of reversing these trends, the authors offered three recommendations: Substantial equity ownership by CEOs. Structuring of cash compensation to provide big rewards for outstanding performance and meaningful penalties for poor performance. Increased threat of dismissal for poor performance. Since publication of this article in 1990, the first and third of these goals have largely been accomplished (while the second has proved more elusive).

The Sarbanes Oxley Act of 2002: Implications for Compensation Structure and Risk-Taking Incentives of CEOs

The Sarbanes Oxley Act of 2002 (SOX) introduced several governance reforms that considerably increased the total risk exposure of CEOs. We examine the effects of these regulatory changes on compensation contracts of CEOs and their effect on risk taking subsequent to SOX. We find that while overall compensation did not change, salary and bonus compensation increased and option compensation decreased following the passage of SOX. The sensitivity of CEO's wealth to changes in shareholder wealth also decreased after SOX. These results indicate that the pay for performance sensitivity of CEO compensation has declined following SOX. Our results indicate that these changes reduced investments in research and development, and capital expenditures. We also document that the above changes in CEOs' pay for performance sensitivities and their risky investments following SOX are associated with a reduction in stock return volatility. However, we do not find any evidence indicating that these changes are associated with lower future operating performance.

Value creation in information-based industries through convergence: A study of U.S. mergers and acquisitions between 1993 and 2005

According to the International Engineering Consortium (IEC), the realignment and consolidations currently underway in information-based industries is likely to result in the five traditional information industries (photography, publishing, computing, telecommunications and entertainment) converging into three new sectors: information content providers, information highways, and information appliances. We investigated the impact of mergers and acquisitions on value creation both within and across these sectors by estimating the stock market's response to acquiring firms around the announcement date of their merger. Using data on 2421 mergers and acquisitions between 1993 and 2005 and employing the well-established event study methodology, we found that most acquirers received a target within the same sector or industry and that the related acquisition strategies brought synergistic gains resulting in positive wealth change for the acquiring firm's shareholders. The few firms that pursued an unrelated diversification strategy that lowered operating risk experienced no significant change in shareholder wealth. Our results contrasted with the zero or negative wealth change found for acquiring firms in general (as reported in the finance literature) but were consistent with the positive wealth change for acquirers in the telecommunications industry found in recent studies.

US companies in transition economies: wealth effects from expansion between 1987 and 1999

This study uses a unique sample to evaluate changes in shareholder wealth from announcements of expansion by US firms into 18 transition economies, through four entry modes, from 1987 to 1999. On average, expansion in transition economies is associated with significant positive wealth effects. Results show that value creation is most significantly associated with expansion through less risky entry modes into host countries that are in the more advanced stages of market liberalization and structural reform. Sample firms with lower profitability also experience significantly higher abnormal returns, while significant value creation documented for firms entering transition economies in 1989, 1990, and 1992 suggests first-mover advantages.

Security Fungibility and the Cost of Capital: Evidence from Global Bonds

AbstractThis paper examines the potential benefits of security fungibility by conducting the first comprehensive analysis of global bonds. Unlike other debt securities, global bonds' fungibility allows them to be placed simultaneously in bond markets around the world; they trade, clear, and settle efficiently within as well as across markets. We test the impact of issuing these securities on firms' cost of capital, issuing costs, liquidity, and shareholder wealth. Using a sample of 230 global bond issues by 94 companies from the U.S. and abroad over the period 1996–2003, we find that firms lower their cost of (debt) capital by issuing these fungible securities. We also document that the stock price reaction to the announcement of global bond issuance is positive and significant, while comparable domestic and eurobond issues over the same time period are associated with insignificant changes in shareholder wealth.

Top Management Incentives and Corporate Performance

There is little agreement about either the effect of executive compensation on corporate performance or the best way to measure the strength of executive incentives. With little guidance from academic research, managers and directors continue to rely heavily on the percentage of pay “at risk” as a proxy for incentive strength. Starting with the premise that managers, like investors, are motivated by prospective changes in their wealth, this article presents a measure of incentive strength called “wealth leverage” that reflects the sensitivity of an executive's company-related wealth—total stock and option holdings plus the present value of expected future compensation, including future salary, bonus and stock compensation—to changes in shareholder wealth. After estimating top management's wealth leverage at 702 companies, the authors conclude that: 1) the median company has significant wealth leverage; 2) almost all corporate wealth leverage comes from their accumulated stock and option holdings, not from current compensation; and 3) companies with higher wealth leverage significantly outperform their industry competitors.

Security Fungibility and the Cost of Capital: Evidence from Global Bonds

This paper examines the potential benefits of security fungibility by conducting the first comprehensive analysis of Global bonds. Unlike other debt securities, Global bonds' fungibility allows them to be placed simultaneously in bond markets around the world; they trade, clear and settle efficiently within as well as across markets. We test the impact of issuing these securities on firms' cost of capital, issuing costs, liquidity and shareholder wealth. Using a sample of 230 Global bond issues by 94 companies from the U.S. and abroad over the period 1996-2003, we find that firms are able to lower their cost of (debt) capital by issuing these fungible securities. We also document that the stock price reaction to the announcement of Global bond issuance is positive and significant, while comparable domestic and Eurobond issues over the same time period are associated with insignificant changes in shareholder wealth.

U.S. Companies in Transition Economies: Wealth Effects from Expansion between 1987 and 1999

This study uses a unique sample to evaluate changes in shareholder wealth from announcements of expansion by US firms into 18 transition economies, through four entry modes, from 1987 to 1999. On average, expansion in transition economies is associated with significant positive wealth effects. Results show that value creation is most significantly associated with expansion through less risky entry modes into host countries that are in the more advanced stages of market liberalization and structural reform. Sample firms with lower profitability also experience significantly higher abnormal returns, while significant value creation documented for firms entering transition economies in 1989, 1990, and 1992 suggests first-mover advantages.

Does Capital Structure Matter in Setting CEO Pay?

I examine how CEO compensation packages and pay-performance sensitivities are related to firms' capital structures. The results are fully consistent with shareholders designing compensation contracts not only to align incentives with managers, but also to mitigate stockholder-bondholder conflicts regarding risk-taking. The evidence is also weakly consistent with higher debt reducing manager-shareholder conflicts. Specifically, I find that CEOs in more levered firms have lower pay-performance sensitivities estimated by the empirical relation between changes in a CEO's firm-related wealth and changes in shareholder wealth. Closer examination reveals that pay-performance sensitivity decreases in straight-debt leverage, but is higher in firms with convertible debt. In addition, stock option policy is the component of CEO pay that is most sensitive to cross-sectional differences in capital structure.

Foreign exchange rates and the corporate choice of foreign entry mode

This study is the first attempt at examining the effects of foreign exchange (FX) rate and volatility on the corporate choice of foreign entry mode and shareholder wealth. For all worldwide US-related foreign direct investments (FDIs) announcements in 1995, we find evidence that, on average, a stronger home currency is related to a higher propensity to choose a subsidiary and that the change in shareholder wealth around subsidiary announcements is greater when the home currency is stronger for non-US parents. On the effects of host currency volatility, the data support the flexibility option (international diversification) hypothesis for the US (non-US) parents.

Pay for performance? Government regulation and the structure of compensation contracts

In 1992–1993, the SEC required enhanced disclosure on executive compensation and Congress enacted tax legislation limiting the deductibility of non-performance related compensation over one million dollars, i.e. Internal Revenue Code Section 162(m). We examine the effects of these regulatory changes and report small and large sample evidence that many million-dollar firms have reduced salaries in response to 162(m) and that salary growth rates have declined post-1993 for the firms most likely to be affected by the regulations. We further document that bonus and total compensation payouts are increasingly sensitive to stock returns after 1993, especially for firms with million-dollar pay packages. We also document that, once we control for other factors affecting CEO incentives, the sensitivity of the CEO's wealth to changes in shareholder wealth has increased from 1993 to 1996 for firms with CEOs near or above the million dollar compensation level. Overall, our results suggest that some firms have reduced salaries in response to 162(m). More importantly, the pay for performance sensitivity, measured using total annual compensation and firm-related CEO wealth, has increased for firms likely to be affected by 162(m).

Residual Income: A Review Essay

Over the past decade, residual income has attracted considerable attention in the academic and professional literature. During this time, many leading businesses have adopted proprietary variants of residual income as a measure of their corporate success. This essay analyses the utility of residual income as a performance measure. We focus on two themes: (i) the relationship between the stream of ex‐ante residual incomes and the net present value of a project; and (ii) the association between reported ex‐post residual income and change in shareholder wealth. We conclude that residual income lacks theoretical support as a measure of wealth created. We suggest possible reasons for executives adopting residual income and why it has the potential to result in increased organisational performance.

Performance Pay and Top Management Incentives

Our estimates of the pay-performance relation (including pay, options, stockholdings, and dismissal) for chief executive officers indicate that CEO wealth changes $3.25 for every $1,000 change in shareholder wealth. Although the incentives generated by stock ownership are large relative to pay and dismissal incentives, most CEOs hold trivial fractions of their firms' stock, and ownership levels have declined over the past 50 years. We hypothesize that public and private political forces impose constraints that reduce the pay-performance sensitivity. Declines in both the pay-performance relation and the level of CEO pay since the 1930s are consistent with this hypothesis.

EVA IN THE E&amp;P INDUSTRY: THE CASE OF NUEVO ENERGY

This article presents a case study illustrating some aspects of the new business model discussed in the roundtable above. Continuing a major theme in the roundtable, the authors begin by arguing that the long‐run failure of the E&amp;P industry to create shareholder wealth stems to a large degree from weak or distorted incentives held out to the top executives and managers of most large, publicly traded companies. This article traces the incentive problem to the lack of an effective wealth creation metric to guide the financial management process. Although the industry employs a variety of accounting‐based performance measures, none is a reliable measure of wealth creation.In place of traditional financial metrics such as earnings, annual cash flow, and return on capital, this article recommends a performance evaluation and incentive compensation system that is tied to the use of a “reserve‐adjusted” EVA measure—one that exhibits a strong statistical correlation with changes in shareholder wealth in the E&amp;P business. The greater explanatory power of this new measure reflects the reality that changes in the value of reserves in the ground can greatly outweigh changes in annual earnings or cash flows.As the focal point of a compensation plan, EVA has advantages over stock options in that it can be calculated at various levels in the organization, even at the level of a single well, whereas stock prices only exist for the company as a whole. For this reason, an EVA incentive system permits a clearer “line of sight” between pay packages and the performance of the part of the business for which managers are directly accountable. Perhaps even more important, EVA can be calculated (using an “internal hedging” mechanism) in a way that removes the impact of changes in oil prices on the incentive outcome. And, as demonstrated in the case study of Nuevo Energy, such internal hedging allows companies to give their employees a much greater share of wealth created with far less cost than by simply granting stock or stock options.

Shareholder Wealth and Firm Risk

The evidence presented here is inconsistent with variants of corporate finance theory which hold that the option properties of growth opportunities or asset substitution incentives are first-order determinants of equity values, but it is supportive of risk management and capital structure theories that emphasize the costs of cash flow volatility. Specifically, controlling for known determinants of changes in shareholder wealth, we find that the change in shareholder wealth over one year is inversely related to the change in expected equity volatility over the same year in cross-section regressions. This relation holds consistently through time for all but the largest firms and is economically significant. It is stronger for firms with weaker financial health. When we decompose volatility into beta risk and idiosyncratic risk, we find that shareholder wealth is positively related to beta changes, so that our evidence cannot be explained by a beta effect. Nor can the evidence be explained by the impact of returns on volatility predicted by the leverage effect studied in the option pricing literature.