Executive Compensation Contracts Research Articles

Excess Executive Compensation and the Demand for Accounting Conservatism

To test the implication of Watts’ (2003) argument that accounting conservatism increases the efficiency of executive compensation contracts, we investigate the relationship between accounting conservatism and earnings-based executive compensation contracts in Japanese firms. We focus on Japanese executive compensation practices because the demand for accounting conservatism is likely to be larger for Japanese than U.S. firms because of the predominance of earnings-based executive compensation contracts and lack of explicit compensation contracts in Japan. Consistent with our arguments, we find a positive relationship between accounting conservatism and the compensation earnings coefficient. Furthermore, this positive relationship is greater for firms with poor ex-ante information environment. These results suggest that the demand for accounting conservatism is higher for firms that use more earnings-based executive compensation contracts and have more serious ex post settling up problems.

Management Earnings Forecasts as a Performance Target in Executive Compensation Contracts

This paper investigates whether and how Japanese firms use management earnings forecasts as a performance target for determining executive cash compensation. Consistent with the implications of the agency theory, we find that the sensitivity of executive cash compensation varies with the extent to which realized earnings exceed initial management forecasts. In particular, we find that the executive cash compensation is positively related to management forecast error (MFE) for a sample of Japanese firms comprising 15,941 firm-year observations from 2005 to 2013. Moreover, we show that the relationship between executive cash compensation and MFE strengthens (weakens) when current realized earnings exceed (fall short of) aggressive initial forecasts. In additional analysis, we find that pay-for-performance sensitivity is weaker for extremely positive MFEs due to the ceiling on total cash compensation. Overall, we find that initial management forecasts can be used as a performance target in executive compensation contracts. These findings also suggest that management earnings forecasts are important for improving contract efficiency as well as for providing useful information to investors in the capital market.

The effect of cultural distance on contracting decisions: The case of executive compensation

This paper focuses on how differences in national culture may relate to cross-country differences in the structure of executive compensation contracts. We know that firms design executive compensation contracts to reduce conflicts of interest between owners and managers. We contend that cultural context affects these conflicts of interest and hypothesize that firms from cultures that are similar (different) should design compensation contracts that are similar (different). To specify cultural context, we calculate cultural distance using value dimensions from Hofstede (1980) and test for a relation between culture and contracting using compensation data for 39 countries from 1996–2009. Our findings indicate that culture is a significant determinant of cross-sectional differences in compensation structures. These results are robust to our use of instrumental variables methodologies (to mitigate concerns of potential omitted variables and reverse causation). By exploring the relatively unexplored impact of national culture on compensation structure, we hope to contribute to a better overall understanding of contracting decisions.

CEO Power and Corporate Social Responsibility (CSR)

Hong, Li, Minor (2015) paper studied that agency cost perspective of Corporate Social Responsibility (CSR) and concluded CSR activities are beneficial to both firm and shareholders. And there is existence of Executive compensation contract has incentive for CSR. But does CSR provide incentive for CEO? If it does, then more power the CEO of the firm has, the more likelihood the CSR will contain in executive compensation contract. With consideration of Endogeneity problem, we found that there is strong evidence support our hypothesis which concludes our findings that CSR provide incentive to CEO.

Security Design with Status Concerns

This paper studies security design in a dynamic economy in the presence of status concerns. Our setting involves an entrepreneur with status concerns who has an idea for a project requiring an initial investment, which she raises by issuing a security to a financier. We characterize analytically the optimal security and find that its payoff profile is considerably similar to that of a convertible security. In contrast to existing explanations for convertible securities, ours does not rely on agency problems or asymmetric information. The more volatile the project is, the more similar the optimal security is to a convertible security. This is consistent with the observation that convertible securities are primarily used to finance relatively volatile projects. Our analysis uncovers the entrepreneur's and financier's risk attitudes as factors that can explain why convertible securities have different conversion ratios. While the paper focuses on convertible securities for expositional purposes, our analysis is potentially relevant for understanding a broader class of hybrid securities as well as executive compensation contracts.

M&A Decisions and US Firms’ Voluntary Adoption of Clawback Provisions in Executive Compensation Contracts

AbstractWe examine whether US firms’ M&A decisions influence the likelihood of voluntary adoption of clawback provisions in executive compensation contracts and whether clawback adoption improves subsequent M&A decisions. Because prior research finds that poor M&A decisions are associated with future earnings restatements, we predict that clawback adoption is more likely after these transactions. We further conjecture that M&A decisions will improve after clawback adoption, as its presence reduces executives’ willingness to manipulate post‐acquisition earnings. Consistent with our expectations, we find that (1) firms with more negative M&A announcement returns are more likely to adopt clawbacks; (2) firms that acquire targets with relatively poor accounting quality are more likely to adopt clawbacks; (3) clawbacks improve investor perception of M&A quality; and (4) executives are more responsive to the market when completing M&A deals if their compensation contracts include clawbacks. These results suggest that boards take a pro‐active approach and consider factors that may lead to restatements when adopting clawbacks. Our results have implications for US policymakers, as the Dodd‐Frank Act of 2010 requires mandatory adoption of clawbacks. Our results also suggest that non‐US firms can reduce managerial incentives to manipulate post‐takeover earnings by using clawbacks.

Compensation Consultant Fees and CEO Pay

While compensation consultants are known to play an important role in the design of executive compensation contracts, evidence on the effect of compensation consultants on CEO pay is mixed. Using a sample of 3,198 compensation consultant engagements and 576 executive compensation consulting fee observations from S&P 1500 firms for fiscal years 2009 to 2011, we examine the relation between executive compensation consulting (EC) fees and non-EC fees paid to executive compensation consultants and CEO pay. We find that CEO pay is higher when compensation consultants receive higher EC consulting fees. Additional analysis suggests that compensation consultants recommend higher CEO pay when they receive greater than expected fees for EC consulting. We further find that the positive association between EC fees and CEO pay is driven largely by weakly governed firms. We find limited evidence, however, that consultants’ cross-selling incentives are associated with greater CEO pay.

Through the Grapevine: Network Effects on the Design of Executive Compensation Contracts

Effective design of executive compensation contracts involves choosing and weighting performance measures, as well as defining the mix between fixed and incentive-based pay components, with a view to fostering talent retention and goal congruence. The variability in compensation design observed in practice is significantly lower than it would be predicted by contracting theory. This is likely due to indirect constraining pressures, which cannot be completely explained by industry affiliation or peer group membership. I posit that network connections involving corporate boards operate as a conduit for these pressures. Using information disclosed in proxy statements of publicly traded companies, and a vectorial approach to measure compensation similarity, I predict and find that firms that are connected by board interlocks, hiring the same compensation consulting firm, or sharing a blockholder, exhibit a higher degree of similarity in the design of executive compensation contracts than what would be predicted by similarities in organizational characteristics. The relative prominence of the connectors within the respective networks moderates the network effects on the degree of compensation similarity. Finally, I show that the market responds positively to compensation similarity, although it is associated with excess CEO compensation.

The Effect of Managerial Power in Executive Compensation Contracts——Empirical Evidence from China's Capital Market

The Effect of Managerial Power in Executive Compensation Contracts——Empirical Evidence from China's Capital Market

Corporate Governance and Executive Compensation for Corporate Social Responsibility

We link the corporate governance literature in financial economics to the agency cost perspective of Corporate Social Responsibility (CSR) to derive theoretical predictions about the relationship between corporate governance and the existence of executive compensation incentives for CSR. We test our predictions using novel executive compensation contract data, and find that firms with more shareholder-friendly corporate governance are more likely to provide compensation to executives linked to firm social performance outcomes. Also, providing executives with direct incentives for CSR is an effective tool to increase firm social performance. The findings provide evidence identifying corporate governance as a determinant of managerial incentives for social performance, and suggest that CSR activities are more likely to be beneficial to shareholders, as opposed to an agency cost.

Pay-for-performance – Does one size fit all? A multi-country study of Europe and the United States

Are there country-level differences in the use of pay-for-performance in executive compensation contracts? We investigate how formal country-level institutions affect pay-for-performance directly and if institutions have a moderating effect on the relation between ownership structure and pay-for-performance contracts. Based on agency theory arguments, we show that substitutionary and complementary relations are conceivable, for the direct and the moderating effect. We conduct an empirical analysis based on 2766 firm-year observations for the years 2005–2008. Our empirical results show that whereas strong shareholder protection substitutes pay-for-performance, disclosure requirements complement pay-for-performance. Additionally, strong shareholder protection complements the effect of concentrated ownership on pay-for-performance while disclosure requirements substitute effects of ownership concentration. Overall, our results provide evidence for the relevance of formal institutions as determinants of executive compensation contracts. Additionally, our results indicate the general complexity of integrating institutions and internal governance mechanisms.

The Presence, Value, and Incentive Properties of Relative Performance Evaluation in Executive Compensation Contracts

Using data that includes specific contractual details of Relative Performance Evaluation (RPE) contracts granted to executives for 1,833 firms for the period 1998 to 2012, we develop new methods to characterize RPE awards and measure their value and incentive properties. The frequency in the use of these awards has grown over time with 37% of the firms in our sample granting an RPE award in 2012. When RPE awards are used they are typically granted to the five named executive officers and they represent about 32% of total recipient compensation. Stock is most frequently the instrument conveyed, followed by cash, and options are almost never granted. RPE awards are more likely to be used at firms with diversified business lines, less concentrated industries, greater exposure to systematic risk, larger size, lower M/B, higher dividend yield, fewer insiders on the board, greater institutional ownership, and that engage a compensation consultant. The typical award is a rank-order tournament based on three year stock returns compared to a select group of 13 peers (median) and is paid out with stock. Payout functions typically include regions of concavity, convexity, explicit inelasticity, and implicit inelasticity. The median firm achieves a threshold for at least some payout of stock or cash about 70% of the time and target payout about 50% of the time. In general, RPE grant value differs significantly from the fair market value reported by firms. We find that RPE awards convey to executives the incentive to increase shareholder wealth. RPE awards of stock contingent on either stock or accounting performance and RPE awards of cash contingent on accounting performance convey the incentive to increase firm risk, while RPE cash awards do not. These incentives can be significant in comparison to those conveyed by APE grants with similar attributes.

Firm-Level Heterogeneity of Clawback Provisions

We investigate the degree to which implementing a clawback policy, a special part of the executive's compensation contract, is an adequate governance mechanism to deter executives from misbehavior and to recover excess-pay. By focusing on the firm-level heterogeneity in the structure of clawbacks, we recognize that firms have considerable discretion in how they design their policies. We find that firms make heavily use of their discretion in adopting more or less deterrent policies and that most firms have weak clawback provisions. We analyze voluntary adopted clawbacks of all Russell 3,000 non-financial firms over 2007-2012. We conduct an extensive linguistic and a factor analysis to construct a deterrent index for 3,578 clawback observations. This index reflects the degree to which the contractual form of each clawback contains the core elements of a deterrent clawback policy. Our results, which also take into account the self-selection problem of voluntarily adopting a clawback, show that executive power, the executives’ pay level, weak corporate governance and firm growth are associated with a low deterrent level. We also find that the deterrent level increases in directors’ experience, corporate profitability and management ownership.

The Ombudsman: A Closer Look at the Efficiency of Top Executive Pay and Incentives

Jacquart and Armstrong [Jacquart P, Armstrong JS (2013) Are top executives paid enough? An evidence-based review. Interfaces 43(6):580–589] offer a series of provocative recommendations aimed at improving current executive compensation practices. I argue that when executive compensation contracts are designed to achieve multiple goals, an efficient contract may call for the executive to be paid rents, which could be mistaken for excess compensation. I also discuss how the popular notion that executive compensation contracts exhibit little, if any, pay for performance is largely inaccurate, because it focuses exclusively on annual pay rather than on the change in an executive’s overall wealth. In particular, when changes in the value of executives’ stock and option holdings are taken into account, executive compensation contracts tend to exhibit substantial pay for performance.

Cost behavior and executive bonus compensation

Prior literature provides compelling evidence of an asymmetric relation between executive bonus compensation and earnings performance. In particular, this literature reports that compensation committees assign greater weight to good (positive) earnings performance than poor (negative) earnings performance. Taken together, the prior literature provides strong support for critics who claim that compensation committees blindly protect executives from earnings underperformance. We further examine this issue by investigating whether a firm's cost behavior (i.e., the relation between expenses and sales) provides an explanation for the apparent inefficiency in executive compensation contracts. Our evidence suggests that executives are rewarded more for increases in ROA that arise from normal cost behavior than other increases in ROA consistent with these increases being perceived as more persistent. In contrast, we do not find such a relationship for decreases in ROA which suggests that executives are largely shielded from decreases in ROA that follow normal cost behavior. We examine two factors suggested by the prior literature, expected future sales and the extent of capacity utilization, which may provide an explanation for why executives are shielded from normal cost behavior decreases in ROA. When these additional factors are included in our empirical models, our evidence suggests that the asymmetric relation between changes in CEO bonus compensation and increases and decreases in earnings performance documented in prior literature goes away. That is, our results suggest that compensation committees do not blindly protect executives for earnings underperformance. On the contrary, our evidence suggests that these committees take into account other non-earnings information when deciding how much weight to give to a decrease in earnings and that executive compensation may not be as inefficient as suggested by prior research.

Underperformance of founder-led firms: An examination of compensation contracting theories during the executive stock options backdating scandal

Using the executive stock option (ESO) backdating scandal as a backdrop, this paper examines whether compensation committees can effectively set executive compensation contracts in the presence of a founding CEO. Analyzing a sample of firms accused of backdating ESO grant dates and a control sample of non-backdating firms, we find evidence suggesting that managerial power influences the decision to backdate. Specifically, our analysis indicates the presence of a founder CEO increases the likelihood that ESOs are backdated by 22%. We further find that founder-led firms strongly underperform a matched sample of non-backdating firms. This finding contrasts a number of studies that document superior operating and stock return performance for founder-led firms.

A survey of executive compensation contracts in China’s listed companies

We analyze 228 executive compensation contracts voluntarily disclosed by Chinese listed firms and find that central-government-controlled companies disclose more information in executive compensation contracts than local-government-controlled and non-government-controlled companies. Cash-based payments are the main form of executive compensation, whereas equity-based payments are seldom used by Chinese listed companies. On average, there are no significant differences in the value of basic salaries and performance-based compensation in executive compensation contracts. But, compared with their counterparts in non-government-controlled companies, executives in government-controlled companies are given more incentive compensation. Accounting earnings are typically used in executive compensation contracts, with few firms using stock returns to evaluate their executives. However, the use of non-financial measures has increased significantly since 2007.

Indexing Executive Compensation Contracts

textabstractWe analyze the efficiency of indexing executive pay by calibrating the standard model of executive compensation to a large sample of US CEOs. The benefits from linking the strike price of stock options to an index are small and fully indexing all options would increase compensation costs by about 50% for most firms. Indexing has several effects with overall ambiguous impact; the quantitatively most important effect is to reduce incentives, because indexed options pay off when CEOs’ marginal utility is low. The results also hold if CEOs can extract rents and extend to the case of indexing shares.

Chinese executive compensation: the role of asymmetric performance benchmarks

We study asymmetric performance benchmarking in Chinese executive compensation contracts between 2000 and 2010. We predict that while relative performance evaluation criteria are important in executive pay contracts, managerial power and influence will result in a decoupling between pay and performance. We predict that Chinese managers are rewarded for superior performance but not penalized for inferior performance. We test this asymmetric pay-for-performance hypothesis using three performance benchmarks: whether firm performance is positive/negative, above/below industry average, and above/below regional average. We find the sensitivity between executive compensation and firm accounting performance is asymmetric. It is significantly stronger when firm accounting performance is positive or firm performance exceeds industry or regional median benchmarks compared to cases when firm accounting performance is negative or is below industry or regional median benchmarks. We find little evidence that ownership structure and internal governance mechanisms moderate the asymmetric pay-for-performance relationship.

Corporate Governance Reform and Executive Incentives: Implications for Investments and Risk Taking

We investigate the mechanism through which the Sarbanes Oxley Act (SOX) was associated with changes in corporate investment strategies. We document that the passage of the governance regulations in SOX was followed by a significant decline in pay‐performance sensitivity (Delta) and incentives to take risk (Vega) in CEOs' compensation contracts. These changes in compensation contracts are related to a decline in investments, including research and development expenditures, capital investments and acquisitions. Moreover, consistent with the rules in SOX directly affecting CEOs' incentives to take risk, we document that the decline in investments exceeds the amount that would be expected from changes in compensation packages alone. Finally, we also find evidence that the changes in investments are related to lower operating performances of firms, suggesting that these changes were costly to investors. Our evidence speaks to the debate on how corporate governance regulation interacts with firms' and managers' incentives, and ultimately affects corporate operating and investment strategies. Our study suggests that one indirect cost of such regulations in SOX is the significant reductions in corporate risk‐taking activities in the post‐SOX period. The changes in investments were in part due to changes in executive compensation contracts and in part related to increased executives' personal costs of engaging in risky activities.