Institutional Investors and Executive Compensation

We find that institutional ownership concentration is positively related to the pay‐for‐performance sensitivity of executive compensation and negatively related to the level of compensation, even after controlling for firm size, industry, investment opportunities, and performance. These results suggest that the institutions serve a monitoring role in mitigating the agency problem between shareholders and managers. Additionally, we find that clientele effects exist among institutions for firms with certain compensation structures, suggesting that institutions also influence compensation structures through their preferences.     

Say on Pay: Is It Needed? Does It Work?

A leading compensation practitioner reviews “Say on Pay” rules, those corporate practices giving shareholders the right to vote on executive compensation. The assumption behind “Say on Pay” is that managers may be overpaid because directors fail to provide adequate oversight. O'Byrne questions this underlying assumption. He provides substantial evidence that directors do a poor job overseeing executive pay and that directors have weak incentives to pursue shareholder interests in executive pay. He also finds that “Say on Pay voting is sensitive to differences in pay for performance, but so forgiving that extraordinary pay premiums are required to elicit a majority ‘no’ vote”; and “that three quarters of institutional investors have lower SOP voting quality… than the average investor and almost all have a short‐term focus, with much greater vote sensitivity to current year grant date pay premiums than to long‐term pay alignment and cost.” The common corporate practice of providing competitive target compensation regardless of past performance leads to low alignment of pay and performance. Unfortunately, directors have little incentive to protect shareholder interests “because they are paid labor providers, just like management, not stewards of substantial personal capital.”     

CEO Pay-For-Performance Heterogeneity Using Quantile Regression

We provide some examples of how quantile regression can be used to investigate heterogeneity in pay‐firm size and pay‐performance relationships for U.S. CEOs. For example, do conditionally (predicted) high‐wage managers have a stronger relationship between pay and performance than conditionally low‐wage managers? Our results using data over a decade show, for some standard specifications, there is considerable heterogeneity in the returns‐to‐firm performance across the conditional distribution of wages. Quantile regression adds substantially to our understanding of the pay‐performance relationship. This heterogeneity is masked when using more standard empirical techniques.     

Motivated monitoring by institutional investors and firm investment efficiency

We find that motivated monitoring by institutional investors mitigates firm investment inefficiency, estimated by Richardson's (2006) approach. This relation is robust when using the annual reconstitution of the Russell indexes as exogenous shocks to institutional ownership during the period 1995–2015 and after classifying institutional ownership by institution type. We also show that closer monitoring mitigates the problem of both over‐investing free cash flows and under‐investment due to managers’ career concerns. Finally, we document that the effectiveness of the monitoring by institutional investors appears to increase monotonically with respect to the firm's relative importance in their portfolios.     

Yesterday's Heroes: Compensation and Risk at Financial Firms

Many believe that compensation, misaligned from shareholders’ value due to managerial entrenchment, caused financial firms to take risks before the financial crisis of 2008. We argue that, even in a classical principal‐agent setting without entrenchment and with exogenous firm risk, riskier firms may offer higher total pay as compensation for the extra risk in equity stakes borne by risk‐averse managers. Using long lags of stock price risk to capture exogenous firm risk, we confirm our conjecture and show that riskier firms are also more productive and more likely to be held by institutional investors, who are most able to influence compensation.     

Differences in CEO compensation under large and small institutional ownership

I examine the influence of large and small institutional investors on different components of chief executive officer (CEO) compensation, using US data for 2006–2015. An increase in large institutional ownership reduces total pay and current incentive compensation (i.e., options, stocks, bonus pay), whereas small institutional investors lower long‐term incentive pay (i.e., pension, deferred pay, stock incentive pay). These findings are consistent with managerial agency theory and the substitution of incentive pay by institutional monitoring. The effects are stronger for higher ownership levels and firms with weak governance, less financial distress, long‐tenured CEOs, multiple segments, and more free cash flow.     

Institutional investors,controlling shareholders and CEO pay‐performance relationship: evidence from China

Using a large sample of China’s listed firms between 2005 and 2015, we find that domestic mutual funds have a positive effect on the CEO pay‐performance relationship, and this effect becomes stronger when their ownership is higher and closer to the controlling shareholder’s ownership. This effect is stronger in non‐state‐owned enterprises (non‐SOEs), firms facing weaker industry competition incentives, and firms located in more developed regions. However, Qualified Foreign Institutional Investors (QFIIs) do not have such an influence. Overall, our study contends that the effectiveness of institutional investors’ monitoring role is subject to their identity, controlling shareholders and institutional environments.     

Institutional Monitoring: Evidence from the F‐Score

The extant literature shows that institutional investors engage in corporate governance to enhance a firm's long‐term value. Measuring firm performance using the F‐Score, we examine the persistent monitoring role of institutional investors and identify the financial aspects of a firm that institutional monitoring improves. We find strong evidence that long‐term institutions with large shareholdings consistently improve a firm's F‐Score and that such activity occurs primarily through the enhancement of the firm's operating efficiency. Other institutions reduce a firm's F‐Score. Moreover, we find evidence that, while monitoring institutions improve a firm's financial health, transient (followed by non‐transient) institutions trade on this information.     

CEO Horizon,Optimal Pay Duration,and the Escalation of Short‐Termism

This paper studies optimal contracts when managers manipulate their performance measure at the expense of firm value. Optimal contracts defer compensation. The manager's incentives vest over time at an increasing rate, and compensation becomes very sensitive to short‐term performance. This generates an endogenous horizon problem whereby managers intensify performance manipulation in their final years in office. Contracts are designed to encourage effort while minimizing the adverse effects of manipulation. We characterize the optimal mix of short‐ and long‐term compensation along the manager's tenure, the optimal vesting period of incentive pay, and the dynamics of short‐termism over the CEO's tenure.     

Three Versions of Perfect Pay for Performance (Or The Rebirth of Partnership Concepts in Executive Pay)

During the 19th century and the first half of the 20th, the compensation of non‐founder managers of U.S. public companies was guided by partnership concepts. Andrew Carnegie made his senior staff coowners by selling them stock at book value. And Alfred Sloan gave the senior staff of General Motors a fixed percentage of the company's “economic profit.” But in the years since World War II, such partnership concepts have largely disappeared from executive pay. The current view of executive pay is guided by the concepts of “competitive pay” and pay components. But unlike the partnership models of the past, today's “human resources model” of executive pay fails to provide useful guidance to companies on how to achieve a consistent relationship between pay and corporate performance, as reflected in returns to shareholders. As the author argues, the model's insistence on providing “competitive pay” packages that are (1) based on size (that is, on revenue not profitability) and (2) “recalibrated” every year regardless of past performance has the effect of undermining management's incentives by rewarding poor past value performance with increases (instead of reductions) in sharing percentage, and penalizing superior value performance with reductions (instead of increases) in sharing percentage. In recent years, however, three different model pay plans have been proposed that provide both competitive pay and fixed pay leverage in relation to shareholder value. The author is the source of one of the three “perfect” pay plans. The other two are (1) the Dynamic Incentive Account proposed by Alex Edmans of London Business School and Xavier Gabaix of NYU and (2) the investment manager fee structure developed and used by Don Raymond, the chief investment strategist of the Canada Pension Plan. The author shows that cumulative pay under all three plans can be expressed as a function of cumulative market compensation (that is, the pay earned by one's peers over the life of the plan, thus reflecting pay levels for average performance) and cumulative value added (as reflected, say, in the company's TSR relative to the average of its peers' over the life of the plan)—and in the case of plans with equity‐like leverage, cumulative pay is the simple sum of cumulative market compensation and a fixed share of the cumulative value added. The plans reconcile retention and performance objectives more effectively than current practice because they provide competitive pay only for average performance, while using the partnership concept of fixed sharing of the value added to provide strong incentives.     

Institutional Ownership Type and Earnings Quality: Evidence from Iran

Institutional ownership is an important factor in corporate governance. Institutional investors play important roles in firms because of their substantial shareholdings and their capability to monitor managers. However, the question is whether they are capable of monitoring the managers. The literature has provided different evidence for the monitoring role of institutional investors. This study attempts to provide insights into the monitoring roles of institutional investors by examining the relationship between institutional ownership and earnings quality on the Tehran Stock Exchange. Institutional investors are classified into two groups, namely active institutional investors and passive institutional investors, based on their monitoring power in Iran. A multidimensional method is used to measure the various aspects of earnings quality, such as earnings response coefficient, predictive value of earnings, discretionary accruals, conservatism, and real earnings management. The results show that institutional ownership has a positive effect on earnings quality. Similar to total institutional ownership, active institutional ownership has positive effects on proxies of earnings quality. Nonetheless, passive institutional ownership does not have any power to affect earnings quality. Moreover, lead-lag tests of the direction of causality suggest that institutional ownership leads to more earnings quality and not the reverse.     

Institutional Monitoring and REIT CEO Compensation

Our objective in this paper is to investigate the relationship between institutional ownership and CEO compensation structure of REITs. Based on detailed analyses of data on institutional ownership, performance, CEO and board characteristics over the 10 year period 1998–2007, we find significant evidence that large institutions influence governance through CEO compensation—greater institutional ownership is associated with greater emphasis on incentive-based compensation (higher pay-performance sensitivity of CEO compensation), and higher cash and total compensation for CEOs. Further, we find that institutions are less active when managers are performing in a superior fashion. Two important conclusions emerge from the analysis. First, similar to unregulated firms, institutional owners do act as monitors in REITs. Broadly, this result suggests that governance is necessary for REITs. Second, institutional investors set a high pay-performance sensitivity for CEOs, but are willing to pay higher cash compensation to induce managers to take risk.     

Economic sharing of honors: Equal or Exclusive?

The objective of this study is to examine whether and how non-financial performances, specifically the awards achieved by the corporates, are associated with the distribution of the compensation of the managers and other employees within the corporations. Through an investigation of the correlation between corporate awards and compensation, we find that corporate awards as collective honors raise managers’ compensation but significantly reduce non-managerial compensation, thus widening the pay gap within the company. Our empirical evidence also shows that these correlations are more significant in state-owned enterprises than non-state-owned enterprises. In addition, our evidence reveals that although corporate awards increase the stickiness of managers’ compensation but not that of other employees, the corporate awards can still stimulate better financial performance and market value by motivating both managers and other employees. Our empirical evidence implies that because only managers are responsible for and evaluated by comprehensive corporate performance, the issues of fairness and efficiency are not raised when the economic benefits provided by corporate awards are unequally shared.     

Active investment manager portfolios and preferences for stock characteristics

The present study investigates the stock characteristic preferences of institutional Australian equity managers. In aggregate we find that active managers exhibit preferences for stocks exhibiting high‐price variance, large market capitalization, low transaction costs, value‐oriented characteristics, greater levels of analyst coverage and lower variability in analyst earnings forecasts. We observe stronger preferences for higher volatility, value stocks and wider analyst coverage among smaller stocks. We also find that smaller investment managers prefer securities with higher market capitalization and analyst coverage (including low variation in the forecasts of these analysts). We also document that industry effects play an important role in portfolio construction.     

Managerial optimism: New observations on the unifying theory

Managerial optimism theory is behavioral finance's greatest achievement. It explains two prominent features of corporate financial behavior – over‐investment and pecking‐order capital structure preferences – that otherwise require two different theories with mutually incompatible assumptions about managerial loyalties to shareholder‐value maximization. After reviewing the development of managerial optimism as a unifying theory, I use a simple change of measure to transform risk‐averse optimism to risk‐neutral probabilities that can be pessimistic or optimistic depending on wealth changes. This unexplored feature has implications for, among other things, pay for performance when managers are excessively optimistic.     

EVA,not EBITDA: A New Financial Paradigm for Private Equity Firms

Private equity firms have boomed on the back of EBITDA. Most PE firms use it as their primary measure of value, and ask the managers of their portfolio companies to increase it. Many public companies have decided to emulate the PE firms by using EBITDA to review performance with investors, and even as a basis for determining incentive pay. But is the emphasis on EBITDA warranted? In this article, the co‐founder of Stern Stewart & Co. argues that EVA offers a better way. He discusses blind spots and distortions that make EBITDA highly unreliable and misleading as a measure of normalized, ongoing profitability. By comparing EBITDA with EVA, or Economic Value Added, a measure of economic profit net of a full cost‐of‐capital charge, Stewart demonstrates EVA's ability to provide managers and investors with much more clarity into the levers that are driving corporate performance and determining intrinsic market value. And in support of his demonstration, Stewart reports the finding of his analysis of Russell 3000 public companies that EVA explains almost 20% more than EBITDA of their changes in value, while at the same time providing far more insight into how to improve those values.     

Letting Go of Norm: How Executive Compensation Can Do Better Than "Best Practices"

With executive pay under the media spotlight, the corporate search for “best practices” is in reality a drive toward common practices as cautious boards gravitate toward a safe norm. But are current trends in compensation structure as good for shareholders as they are for the consultants who implement them? This article explores some of these trends and derives some conclusions about their role in shareholder value creation based on detailed data on executive plans and stock price performance for the S&P 500. One key finding is that rewarding managers for profit growth produces higher stock price returns than rewards based on multiple measures or balanced scorecards. Also, the popular practice of adding long‐term incentive plans to the compensation mix does not appear to improve long‐term performance. Finally, the granting of equity based on the past year's performance rather than in annual fixed‐value amounts appears to be good for shareholders because of additional incentives created by performance‐based grants as well as the elimination of the perverse incentive of rewarding poor stock price performance with more shares.     

Managerial entrenchment and payout policy: A catering effect

Agency theory suggests that entrenched managers are less likely to pay dividends. However, according to the catering theory, external pressures from investors can force managers to increase dividend payments. Hence, we test whether entrenched managers respond to investor demand for dividends and share repurchases. Using a large sample of 9677 US firms over the period 1990–2016 (i.e. a total of 80,478 firm-year observations), we test and find evidence that managerial entrenchment negatively impacts dividend payments. Our findings suggest that catering effects weaken the negative impact of managerial entrenchment on payout policy and that in firms with entrenched managers an increase in the propensity to pay dividends is conspicuous only when there is external investor demand for dividends. Our results indicate that while insiders and institutional owners might not necessarily favour dividend payments, firms respond to catering incentives when dominated by insiders but not institutional owners. Overall, our findings are consistent with the view that dividend payments are a result of external pressures to reduce agency problems associated with firms run by entrenched managers.     

Reconcilable Differences: Momentum Trading by Institutions

A growing literature evaluates the relation between lag returns and demand by institutional investors. Given that lag returns and institutional ownership are directly observable, it is surprising that previous tests yield dramatically different conclusions. This study examines differences across studies and finds that four factors account for these discrepancies: (1) value‐weighting versus equal‐weighting across stocks, (2) averaging versus aggregating over managers, (3) disagreement in the signs of measures of institutional demand, and (4) correlation between current capitalization and both lag returns and measures of institutional demand. Controlling for these factors, the results across different methods are remarkably uniform.     

Paying People to Lie: the Truth about the Budgeting Process

This paper analyzes the counterproductive effects associated with using budgets or targets in an organisation's performance measurement and compensation systems. Paying people on the basis of how their performance relates to a budget or target causes people to game the system and in doing so to destroy value in two main ways: (a) both superiors and subordinates lie in the formulation of budgets and, therefore, gut the budgeting process of the critical unbiased information that is required to coordinate the activities of disparate parts of an organisation, and (b) they game the realisation of the budgets or targets and in doing so destroy value for their organisations. Although most managers and analysts understand that budget gaming is widespread, few understand the huge costs it imposes on organisations and how to lower them. My purpose in this paper is to explain exactly how this happens and how managers and firms can stop this counter‐productive cycle. The key lies not in destroying the budgeting systems, but in changing the way organisations pay people. In particular to stop this highly counter‐productive behaviour we must stop using budgets or targets in the compensation formulas and promotion systems for employees and managers. This means taking all kinks, discontinuities and non‐linearities out of the pay‐for‐performance profile of each employee and manager. Such purely linear compensation formulas provide no incentives to lie, or to withhold and distort information, or to game the system. While the evidence on the costs of these systems is not extensive, I believe that solving the problems could easily result in large productivity and value increases – sometimes as much as 50–100% improvements in productivity. I believe the less intensive reliance on such budget/target systems is an important cause of the increased productivity of entrepreneurial and LBO firms. Moreover, eliminating budget/target‐induced gaming from the management system will eliminate one of the major forces leading to the general loss of integrity in organisations. People are taught to lie in these pervasive budgeting systems because if they tell the truth they often get punished and if they lie they get rewarded. Once taught to lie in this system people generally cannot help but extend that behaviour to all sorts of other relationships in the organisation.