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Are corporate boards acting as stabilizing forces for their firms, or enablers of extreme greed? That’s one of the questions implied by current debates about so-called “runaway CEO pay.” It’s not entirely clear how the CEO incentives set by the board can be squared with its fiduciary duty to safeguard long-term shareholder value. That’s largely due to the mystery surrounding how CEO compensation is determined in the first place.
“It’s a black box,” says JK Aier, senior associate dean for academic affairs and global engagement and associate professor of accounting at the Donald G. Costello College of Business at George Mason University. “We don’t know why boards give bonuses, why CEOs get a raise—in other words, what goes on behind the scenes.”
Aier’s academic paper, forthcoming in Accounting and Business Research, circumvents this problem by focusing on cases posing stark contrasts between short- and long-term value. (Jian Cao of Florida Atlantic University, Zhanel DeVides of Penn State Abington and Ki Kyung Song of West Chester University co-authored.) When a company reports increased earnings year after year, a short-sighted board would raise CEO compensation in line with that performance, incentivizing the CEO to keep up the good work. To cooler heads, however, such a long “earnings string” would raise red flags, prompting a more cautious stance toward compensation.
“Continuous growth or expectations of continuous growth create adverse incentives and challenges because it’s not possible, given how business cycles work,” says Aier. “It may create undue pressure on CEOs to maintain growth somehow if it is strongly tied to compensation.” A strict pay-for-performance approach could induce CEOs to take risks that endanger long-term firm value, such as engaging in managerial manipulation. But how religiously do boards adhere to pay-for-performance?
The researchers examined earnings patterns and CEO compensation for thousands of firms during the period 1999-2018 (11,197 firm-year observations in all). About two-thirds of the firm-years saw an increase in earnings; of those, fewer than 20 percent were in their sixth year or later in an unbroken earnings string.
Across the sample, CEO compensation over time was responsive to earnings patterns. For the first few years of the string, boards lavished their outperforming CEOs with expanding pay packets. But rewards tapered off in subsequent years, indicating that boards may be aware of the risks of over-incentivizing long patterns of increased earnings.
A similar relationship existed for firms with negative earnings strings. After sharply reducing compensation in the first two years of losses, boards stopped penalizing struggling CEOs and kept compensation fairly flat.
“If a company continues to have losses, will directors keep penalizing the CEO? If they do, no one will want to work for that company,” Aier says. “Instead, giving CEOs a runway during a string of continuous losses provides them the opportunity to turn things around.”
The researchers also looked at the probability of CEO turnover as it related to earnings patterns. Surprisingly, CEOs who presided over uncommonly long upward strings faced increased odds of turnover, which Aier attributes in part to board suspicions. “On the profit side, there seems to be a loss of trust that this is even possible,” he says. “Boards are willing to look at changing the CEO because they believe these strings may be unsustainable. In other words, something smells fishy to them.”
The opposite dynamic held true for poorly performing firms. CEO turnover risk declined over the longer downward strings, presumably reflecting broader concerns about retaining talent during prolonged periods of financial difficulty.
In sum, board compensation committees seem highly attentive to earnings patterns, monitoring them for long-term risks and adjusting CEO pay packets accordingly. This cuts against the idea that directors may be complicit in a CEO money grab that imperils firms’ long-term standing.
Moreover, the researchers found that the above-mentioned relationship between earnings patterns and CEO compensation was much stronger for firms experiencing lower competition and higher earnings persistence. This suggests that where market discipline is lacking, directors will pay even closer attention to earnings strings in order to keep CEOs honest.
“Our research suggests that boards pay attention to their monitoring role,” Aier concludes. “Boards are proactive; they care not only about whether the company is doing well, but also how performance is achieved.”
Hedging long-term risks by changing CEO compensation is one way directors can prevent misaligned incentives from forming. “The board’s role goes beyond making sure things go smoothly. It is also looking into the future in terms of what’s needed for the company and its stakeholders, and making sure the operations and the management of the company are also looking at performance from that perspective,” Aier says.