Corporate Governance Reform and CEO Compensation: Intended and Unintended Consequences

Recent scandals allegedly linked to CEO compensation have brought executive compensation and perquisites to the forefront of debate about constraining executive compensation and reforming the associated corporate governance structure. We briefly describe the structure of executive compensation, and the agency theory framework that has commonly been used to conceptualize executives acting on behalf of shareholders. We detail some criticisms of executive compensation and associated ethical issues, and then discuss what previous research suggests are likely intended and unintended consequences of some widely proposed executive compensation reforms. We explicitly discuss the following recommendations for reform: require greater independence of compensation committees, require executives to hold equity in the corporation, require greater disclosure of executive compensation, increase institutional investor involvement in corporate governance (including executive compensation), and require firms to expense stock options on their income statements. We provide a brief summary discussion of ethical issues related to executive compensation, and describe possible future research.     

控股股东所有权结构、产权性质与高管薪酬决定的掏空效应

本文基于股东间代理问题视角,利用2007~2011年我国A股上市公司数据,实证考察了高管薪酬的过度支付是否会成为控股股东实现控制权私利的一种路径。研究发现：在地方国企中,高管薪酬水平与控股股东的现金流权显著负相关,与控股股东控制权与现金流权的两权分离度显著正相关,但这一结论在央企和民营企业中均不成立。这表明地方国企高管薪酬决定存在明显的掏空效应。本文的研究结论对于深化国企高管薪酬管理制度改革具有政策启示涵义。     

Executive Compensation and Corporate Fraud in China

This study investigates the relation between CEO compensation and corporate fraud in China. We document a significantly negative correlation between CEO compensation and corporate fraud using data on publicly traded firms between 2005 and 2010. Our findings are consistent with the hypothesis that firms penalize CEOs for fraud by lowering their pay. We also find that CEO compensation is lower in firms that commit more severe frauds. Panel data fixed effects and propensity score methods are used to demonstrate these effects. Our results also indicate that corporate governance mechanisms influence the magnitude of punishment. We find that CEOs of privately controlled firms, firms that split the posts of CEO and chairman, and CEOs of firms located in developed regions suffer larger compensation penalties for committing financial fraud. Finally, we show that CEOs at firms that commit fraud are more likely to be replaced compared to those at non-fraud firms.     

The Effect of Ethical Fund Portfolio Inclusion on Executive Compensation

This paper divides firms in the Standard and Poor’s 500 (S&P 500) into two groups based on inclusion in or exclusion from the Domini Social Index (DSI). Inclusion in the DSI is interpreted as a positive indicator of ethical status. Using data for the 1992–2003 period, I provide evidence that chief executive officer (CEO) compensation, other executive compensation, and director compensation tend to be lower in DSI firms than in other firms in the S&P 500. This applies to the unconditional group averages (and medians) and is particularly striking given that DSI firms as a group had better financial performance than the other firms. This finding is also true in a regression framework that controls for other influences on compensation, including firm size and financial performance. In a regression context, the estimated discount for CEOs of DSI firms is approximately 12% for both current compensation (salary and bonuses) and total compensation (including the value of options). These results are consistent with the expectation that some senior executives require a “compensating differential” to accept positions in firms with less attractive ethical status. It is also consistent with the expectation that some firms with positive ethical status might use more restraint in setting executive compensation.James Brander is the Asia-Pacific Professor of International Business in the Sauder School of Business at the University of British Columbia. An economist, his research areas include international trade, industrial organization and finance. He is a former editor of the Canadian Journal of Economics and has published widely, including the textbook “Government Policy Toward Business”.     

Top management teams and corporate success in an emerging industry

This longitudinal study investigates changes in top management teams of a cohort of firms established in an emerging, high growth industry-the minicomputer industry. Given the turbulent conditions that organizations in this industry must contend with, top management teams do not remain stagnant. Most firms in the industry require a new set of executives to bring forth the organizational changes necessary to cope with major shifts in the environment.Little consensus exists in the literature on the impact of new executives on organizational performance. Studies have found that executive succession may be either positively, negatively, or unrelated to subsequent organizational effectiveness. The authors argue that a weakness of the existing research stream is a failure by scholars to adequately consider either the characteristics and skills of newly appointed executives or the patterns of change in management characteristics over time. The authors propose that organizational performance implications of executive succession events can be clarified by examining who the newly recruited executives are.When executive replacements are made, new successors often have characteristics which widely deviate from those of their predecessors. Such deviations in top management characterisics are shown to be pronounced where top management changes are made in response to crisis. In crises, successors are apparently recruited in an attempt to compensate for the shortcomings of their predecessors. However, while both high and low performing organizations make executive replacements as they evolve, the types of top management revisions they make differ. This study provides evidence that the types of senior management team changes made and the characterisics of newly recruited top management are related to organizational performance. High performing firms recruit new top management with new skills that are appropriate to the evolving environment. Lower performing firms somehow replace executives in response to crises, but seem to make the wrong executive recruitment decisions, apparently because the successors in the lower performing organizations do not match the changing competitive conditions in the industry. Low performing firms appear to recruit executives that entirely lack the types of top executive expertise are necessary for new environmental conditions.Although the majority of minicomputer firms required sizable changes in their executive teams over time, a small but significant subgroup of exceptional firms were identified that defy conventional wisdom. These extraordinary organizations were led by visionary CEOs—capable of maintaining management team stability as they successfully repositioned their firms' strategies to cope with continual environmental change. Among the conventional theories that these exceptional managers defy are: 1. Firms in high growth industries can be highly successful even if they retain their CEO/ Founders well beyond the embryonic stage. 2. Firms in high growth industries can retain a significant proportion of management ownership and still grow exponentially without financial crises. 3. Firms in high growth industries can maintain a high level of insider recruitment and still not become inbred.There appear to be two entirely distinct patterns of CEO/executive team success:Pattern 1 involves firms with no CEO change. This visionary CEO tends to be a founder who appears to be able to systematically recruit a limited number of external recruits in the top management team, selecting recruits who fit a changing environment yet also making maximum use of the existing team's longstanding experience and relationships. To maintain the necessary external perspective and avoid an inbred mindset, these firms a) tend not to allow the CEO to also be chairman, b) encourage a modest level of external ownership.Pattern 2 involves firms in which there is extensive turnover in both CEO and senior management teams, once again bringing in the kind of skills needed to match the changing environment. The CEO tends also to be chairman, and the external perspective is provided by having many external recruits plus low level of management ownership.     

Whom to dismiss? CEO celebrity and management dismissal

Based on the power dynamics in strategic leadership ranks, this study examines whether chief executive officer (CEO) celebrity serves as a source of CEO power and empirically investigates its role in management dismissal. In the spirit of scapegoating theory, this study proposes that CEO celebrity weakens the likelihood of CEO dismissal but strengthens the likelihood of executive dismissal in the face of poor firm performance. This study goes further to explore the previously unexamined question of “whom to dismiss” and argues that less powerful non-board executives as opposed to board executives are more likely to be handy scapegoats of power dynamics. The data from Korean public firms in the aftermath of the Asian financial crisis largely support such a scapegoating hypothesis.     

Underpaid and Corrupt Executives in China’s State Sector

This study examines the role of executive compensation in public governance. We collect data on corruption cases that involve top-level executives in Chinese listed state-controlled firms. We find a significant positive relationship between underpayment of executives and the likelihood of an investigation into corrupt behavior. We also show that corruption is positively associated with firm performance and that the relationship between underpayment of executives and corruption is influenced by firm performance, suggesting that top managers are more likely to engage in illicit behavior if they are compensated poorly while the firms under their control perform well. Finally, we find that pay-performance sensitivity decreases when top executives are involved in corruption investigations, indicating a lack of pecuniary incentives. Our empirical findings point toward an important relationship between executive compensation and corrupt behavior, thus providing valuable input to the understanding of executive pay and its effects in China’s state sector.     

Executive Compensation and Earnings Persistence

Governing boards utilize executive compensation contracts in an attempt to align executive actions with corporate goals. The objective is to ensure that executive performance provides value to the organization in terms of successful outcomes. A key performance criteria typically specified in CEO compensation contracts is earnings targets. However, using earnings as a performance evaluation may be problematic because some firms exhibit robust and sustained earnings over time (high earnings persistence), and other firms, such as high growth oriented firms, exhibit weak or sometimes negative earnings over time (low earnings persistence). Our study reveals that the effect of high earnings persistence results in firms that focus more heavily on cash compensation (salary and bonus) rather than on equity compensation (stock options, etc.) to compensate executive performance. Additionally, for firms characterized by low earnings persistence, our study indicates that cash flows from operations act as a supplementary performance measure to accounting earnings, and become increasingly important as a means to justify executive cash compensation.     

The impact of pay on CEO turnover: A test of two perspectives

We investigate the impact of pay on CEO turnover from two perspectives. One is managerial power perspective that focuses on power in the setting of CEO pay. The other is tournament theory that treats CEO pay as a top prize designed to motivate executives to work hard for the top position. Building on research that highlights the impact of power dynamics at the top of the firm on CEO turnover, we propose that managerial power perspective suggests a negative impact of CEO pay on CEO turnover, while tournament theory suggests a positive impact. Using data from a sample of 313 large U.S. companies from 1988 to 1997, we find that both the level of CEO pay and its ratio over the average pay of the firm's four other highest paid executives have a negative impact on CEO turnover.     

Do founders matter? A study of executive compensation,governance structure and firm performance

This study compares founder-CEOs and professional CEOs in newly public firms in terms of executive compensation, governance structure, and firm performance. The paper applies a series of decomposition methods to separate founders' extrinsic characteristics from their intrinsic endowments. The paper finds that founder CEOs tend to earn smaller incentive compensation and smaller total compensation than professional CEOs. Founder-managed firms are associated with higher financial performance and are more likely to survive than professional managed firms. Firms with founder-CEOs are associated with even higher financial performance when the position of CEO and chairperson of the board is combined.     

Gender differences in executive compensation: Variation with board gender composition and time

This paper uses EXECUCOMP, COMPUSTAT and Investor's Responsibility Resource Center data to examine gender differences in executive salaries and total compensation from 1996 to 2004. We find that the salaries of female executives are about 5 percent lower than those of male executives, controlling for executive, firm, and board characteristics, and that the gap exists primarily in the lower officer ranks, where women are relatively highly concentrated. The gender difference in salary is larger in firms with more male-dominated boards; perhaps not coincidentally, such firms are also found to have fewer female executives in top managerial positions as well as lower probabilities of having any top female executives at all. The results of Oaxaca wage decompositions suggest that, although the magnitude of the gender difference decreases slightly over the sample period, the share of the gender difference that is due to unobserved factors remains basically steady or even increases. Thus, although women have become better represented in top executive jobs in recent decades, their relative salaries remain below those of men, possibly due in part to governance structures that remain male-dominated.     

Dollars and sense: The implications of CEO compensation for organizational performance

Crafting a compensation package for an organization's chief executive officer (CEO) that will help the firm maximize its performance is a vexing challenge for a board of directors. Management theory offers boards several practical hints. A board can put its CEO and the firm in the best position to be successful by (1) creating strong incentives for the CEO to act in the firm's best interest at all times; (2) benchmarking a CEO's performance and compensation relative to that of very high performing CEOs in the industry; (3) diagnosing and responding to CEOs’ feelings about equity relative to their peers; (4) paying a CEO with uniquely valuable knowledge, skills, and ability at the top of the market; (5) offering retention incentives if a proven performer with unique skills is leading a company; (6) resisting the temptation to simply mimic the compensation packages that work for leading firms; and (7) considering candidates’ social ties when recruiting a new CEO.     

CEO cash compensation determinants: an empirical examination of US airlines

This study empirically investigated the determinants of cash compensation for chief executive officers (CEOs) for US airlines in the post-9.11 period. After an analysis of 53 firm-year observations from 2002 to 2004, we found that the airline CEO cash compensation was positively correlated with the size and revenue efficiency of an airline firm whereas growth, debt use, profitability, and stock performance were irrelevant to the compensation. Larger airlines with better revenue-generating ability tended to offer high cash compensation to their CEOs. Our findings suggest that the pay-for-performance principle has yet to be fully implemented in the airlines industry. To minimize agency problems and enhance the firm value of US airlines, CEO compensation should be based not only on revenue efficiency but also on profitability and stock performance.     

Customer satisfaction underappreciation: The relation of customer satisfaction to CEO compensation

Customer satisfaction contributes to firm financial performance, but does it contribute to top executives' pay? Our empirical evidence shows that it may not. Customer-satisfying executives tend to have lower pay than their productive peers, even if both satisfaction and productivity contribute to firm financial performance. Thus, customer satisfaction is underappreciated, which may result in both less societal welfare and worse company performance. We propose a board myopia mechanism to account for this phenomenon. In facing short-term financial performance pressure from investors, and the asymmetric information availability between accounting-based and market-based assets for compensation decisions, the board of directors may be myopic, underappreciating executives who invest in market-based assets such as customer satisfaction that drive long-term returns. We examine this satisfaction underappreciation phenomenon empirically using 23 years of panel data that detail firm productivity, customer satisfaction, firm financial performance, and executive compensation. The longitudinal data are analyzed using fixed-effect panel models and a simultaneous system of panel vector autoregression equations with interactions to assess the direct effect of firm financial performance and its carryover effect to executive compensation across executives who are productive, customer-satisfying, or both. The results confirm that customer-satisfying executives are underappreciated: being productive is financially rewarding for both firms and executives, while being customer-satisfying is financially rewarding for firms but not as much for executives. We further demonstrate that using total shareholder returns to benchmark firm financial performance and reward executives with a higher proportion of stock compensation can encourage a long-term focus that alleviates this customer underappreciation.     

Why Do Managers Leave Their Organization? Investigating the Role of Ethical Organizational Culture in Managerial Turnover

This study contributes to the corporate social responsibility, stakeholder theory, and executive succession literature by examining the effect of corporate social irresponsibility (CSiR) on strategic leadership turnover. We theorize that firms’ CSiR increases the likelihood of executive turnover. We also investigate the nature of succession (non-voluntary or voluntary succession) and successor origin (internal candidate or external candidate) following CSiR. We further examine how the CSiR–CEO succession relationship is moderated by firm visibility to stakeholders and industry dynamism. Our results, based on a dataset of 248 U.S. public firms between 2001 and 2008, provide evidence that firms’ CSiR affects what is conventionally seen as primarily a market-driven decision on executive turnover, especially when firms operate in a more dynamic industry. Research contributions and implications are discussed.     

财务困境中CEO权力、高管层薪酬差距与公司业绩

以2005—2009年深沪两市上市公司为样本,设定财务困境公司与财务健康公司两个对比组,分析CEO权力对高管层薪酬差距的影响,以及薪酬差距、CEO权力和两者的交互效应对公司业绩的影响。研究发现:CEO强权在财务困境公司中不会导致高管层薪酬差距显著扩大,而在财务健康公司则会;财务困境公司中较大的高管层薪酬差距和CEO强权均能促进公司业绩的提升,且比财务健康公司更显著;CEO权力与薪酬差距对公司业绩的影响在财务困境公司中呈互补关系,而在财务健康公司中呈替代关系。     

Political Affiliation and Pay Slice: Do Blue CEOs Accept Less Green?

We examine the relationship among CEO political alignment, compensation, and pay disparity (relative to other high‐earning executives) and find that Democratic CEOs accept less pay and a significantly lower pay slice. That is, left‐leaning CEOs put their money where their mouth is regarding the Democratic ideology of economic and social equity. This smaller pay gap is not a function of variations in managerial ability; if anything, Democratic CEOs are more talented than Republican CEOs. Results suggest that Democratic CEOs may be more effective at running firms in which collaboration among top executives is more valuable than are the potential gains from tournament incentives.     

Ethical choices in the design and administration of executive compensation programs

Within the past few years, executives have come under increased scrutiny and criticism for the levels of compensation they receive. At the same time, corporate practices surrounding the design and review of executive compensation programs have received increased attention. While some recent executive misconduct has involved violations of the law, many academics and other corporate critics view the issues involving executive compensation more from an ethical than a legal perspective. Several dimensions of the executive compensation decision process offer significant opportunities for ethical choices. This article identifies the major components of executive compensation and highlights decision points in the design and administration of each component where ethical issues may arise. Proposals to reduce the potential for ethical misconduct are also offered.     

The use and abuse of executive powers in warding off corporate raiders

As corporate raids become more prevalent, top corporate executives have asked for and often received additional executive power to ward off raiders or “sharks”. For example, they have been given the use of “shark repellents” such as staggered elections for board members, cumulative voting, super majority voting requirements, and the power to sell off the firm's “crown jewels”. Are they abusing these powers as they attempt to save their jobs, at the expense of stockholders, by driving off the corporate raiders who might unseat ineffective management? In this article the practices being used by entrenched managers to make their firms less attractive to raiders and the defense tactics they are using in corporate takeover battles are examined from an ethical viewpoint.