Lukas Hengartner. Explaining Executive Pay

Transcription

1 Lukas Hengartner Explaining Executive Pay

2 6ABLER EDITION WlSSENSCHAFT

3 Lukas Hengartner Explaining Executive Pay The roles of managerial power and complexity Deutscher Universitiits-Verlag

4 Bibliografische Information Der Deutschen Nationalbibliothek Die Deutsche Nationalbibliothek verzeichnet diese Publikation in der Deutschen Nationalbibliografie; detaulierte bibliografische Daten sind im Internet (iber < abrufbar. Dissertation Universitiit St. Gallen Auflage September 2006 Alle Rechte vorbehalten Deutscher Universitiits-Verlag I GWV Fachverlage GmbH, Wiesbaden 2006 Lektorat: Brigitte Siegel/Frauke Schindler Der Deutsche Universitiits-Verlag ist ein Unternehmen von Springer Science+Business Media. Das Werk einschliel~lich aller seiner Teile ist urheberrechtlich gesch~jtzt. Jede Verwertung auberhalb der engen Grenzen des Urheberrechtsgesetzes ist ohne Zustimmung des Verla.gs unzuliissig und strafbar. Das gilt insbesondere for Vervielf~iltigungen, Ubersetzungen, Mikroverfilmungen und die $) Einspeicherung und Verarbeitung in elektronischen Systemen. Die Wiedergabe von Gebrauchsnamen, Handelsnamen, Warenbezeichnungen usw. in diesem Werk berechtigt auch ohne besondere Kennzeichnung nicht zu der Annahme, dass solche Namen im Sinne der Warenzeichen- und Markenschutz-Gesetzgebung als frei zu betrachten wiiren und daher von jedermann benutzt werden dijrften. Umschlaggestaltung: Regine Zimmer, Dipl.-Designerin, Frankfurt/Main Druck und Buchbinder: Rosch-Buch, ScheBlitz Gedruckt auf s~iurefreiem und chlorfrei gebleichtem Papier Printed in Germany ISBN ISBN

5 PREFACE V Preface The idea of studying executive pay was born in a lecture on option valuation in spring 2002 at the Norwegian School of Economics and Business Administration NHH. At that time, I started wondering how companies that had granted large amounts of stock options to their executives would react to the sharp decreases in share prices that could be observed since Based on this interest, I wrote my NHH master thesis about "Employee stock options and falling share prices" investigating a sample of Norwegian IT companies. These companies were especially likely to both have granted substantial amounts of options and suffered from severe declines in share prices. The topic of executive pay continued to attract my interest, mainly because I felt that it offered opportunities to make a real contribution to academic researchers and policy makers alike. In summer 2002, I wrote my master thesis at the University of St. Gallen HSG. I investigated the determinants of executive stock option plan adoptions of Swiss stock- listed companies. Major results were that both large outside shareholders and CEO duality influenced whether companies would adopt stock option plans. At that time, very little information about executive pay was disclosed in Switzerland. However, the Swiss Stock Exchange SWX issued new listing guidelines that required companies to disclose detailed information on Corporate Governance starting from the annual report 2002 to be published in Part of this information was the total compensation of the highest- paid member of the board of directors and the total compensation for the top management team. With these guidelines, the way was open to empirical studies on executive pay in Switzerland, a topic that had received much attention in the US for a long time. The goal of this dissertation was twofold. On one hand, I wanted to make a contribution to the international research community interested in top executive pay. By developing and testing an innovative and broad measure of the link between managerial power and pay as well as complexity and pay, I am confident to have made such a contribution. On i the other hand, this work should provide a detailed and comprehensive overview of the executive pay in Switzerland. By presenting an extensive and updated review of the literature and detailed statistical data, I hope to provide valuable input for compensation consultants, HR managers and policy makers on this highly contentious issue.

6 VI PREFACE I am indebted to my interview partners and all participants of the survey used in this work. Interview partners were Gary Steel, Head of HR and secretary to the compensation committee of ABB, David Tankel, Managing Director of New Bridge Street Consultants, Hanspeter F~issler, member of the compensation committee of Daetwyler, and Prof. Dr. Rolf Dubs, chairman of the compensation committee of Schindler. Further, I would like to thank all persons who supported me in writing this study. My special thanks go to my academic advisors, Prof. Dr. Winfried Ruigrok and Prof. Dr. Simon Peck, for their valuable guidance and suggestions as well as for the academic freedom I was granted during the preparation of this paper. I also appreciated the instructive comments of Elin Therese Dahl and Peder Greve, who reviewed drafts of the manuscript. Zurich, June 15, 2006 Lukas Hengartner

7 OVERVIEW VII Overview Preface V Overview VII Table of Contents... IX List of tables XVII List of figures... XIX List of abbreviations... XXI Summary... XXIII 1 Introduction The compensation setting process Research review on executive pay Research review on directorpay Are executives paid for the complexity of the job they have? Can powerful managers extract rents? Research methods... ' Research results Discussion Conclusions Appendix - questionnaire..., References...,

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9 TABLE OF CONTENTS IX Table of Contents Preface... Overview... Table of Contents... V VII IX List of tables... List of figures... List of abbreviations... Summary... XVII XIX XXI XXIII 1 Introduction... I Why study executive pay?... 1 The evolution of executive compensation research Literature gap and research questions Overview of the paper... 6 The compensation setting process Purpose of compensation policies... 9 Roles and responsibilities... 9 Organization of the compensation committee Elements and allocation of executive pay The influence of executives on their compensation Research review on executive pay The relationship between pay and performance The debate over size versus profits Agency theory and optimal contracting The pay-for-performance sensitivity Relative performance evaluation Non-financial firm performance and pay... 22

10 X TABLE OF CONTENTS Pay structure and subsequent performance The certainty-equivalent approach Other determinants of executive pay Economic explanations Complexity The influence of risk in optimal contracting Managerial labor market Investment opportunities Managerial discretion Human capital Market forces Executives' personal characteristics Stewardship theory Political explanations Managerial power Impression management Social explanations Social comparison Isomorphism Other effects of executive pay Stock options, dividend payments and share repurchases Unvested stock options, restricted stock and manager retention Equity incentives and risk Compensation, M&A and divestitures Long-term compensation and capital investments Contingent pay and expectations management Incentive compensation and earnings management Stock options and litigation Crowding out Determinants and consequences of pay differentials Explaining pay differentials - tournament theory Pay differentials and performance Other determinants and consequences of pay differentials... 44

11 TABLE OF CONTENTS XI 3.5 Stock option repricing Stock options versus stock grants International comparison of pay levels and mix Research review on director pay Directors as the shareholders' agents Overview of outside director compensation Determinants and consequences of director compensation Summary of director pay studies Are executives paid for the complexity of the job they have? Towards a framework of complexity and pay Defining complexity Complexity as a determinant of pay level and structure Prior operationalizations of complexity Conceptual framework of complexity and executive pay Firm internationalization and executive pay Firm diversification and executive pay Firm size and executive pay Market uncertainty and executive pay Politicized environment and executive pay Summary of the literature on complexity-pay relation Literature gap and complexity hypotheses Can powerful managers extract rents? Towards a framework of power and pay Defining executive power Executive pay theories and executive power Prior studies on the link between executive power and pay Related studies on CEO power Conceptual framework of executive power and compensation... 74

12 Xll TABLE OF CONTENTS 6.2 Ownership power and executive compensation Executive ownership Non-executive directors' ownership Shareholder concentration Structural power and compensation Non-executive and independent directors CEO duality Presence of a compensation committee Composition of the compensation committee Board size Tenure power and executive compensation CEO tenure Interdependent directors Network power and executive compensation Executive board memberships Reciprocal and social interlocks Non-executive board memberships Credibility power and executive compensation CEO celebrity status Prior firm performance Expertise Summary of the literature on power - pay relation Literature gap and power hypotheses Research methods Development of hypotheses Sample and data Archival data Survey Model specification Regression analysis Unit of analysis

13 TABLE OF CONTENTS XIII 7.4 Measuring executive compensation Cash compensation Share awards Stock options Measuring complexity..., Archival data Survey data Measuring executive power Ownership power Structural power... ; Tenure power Network power Credibility power Survey data Other variables... Firm financial performance... Firm risk CEO age..., Anglo-American board members and top managers Disclosure effects Industry effects Consultants Research results Descriptive statistics Overview of the Swiss pay scene... i CEO compensation... : Top management compensation... ~ Non-executive compensation... ~ Evidence on complexity variables... ~ Evidence on managerial power variables... i Other variables Basic determinants of executive pay... '

14 XIV TABLE OF CONTENTS The determinants of the level of executive pay The determinants of equity-compensation mix The influence of complexity on executive pay The influence of individual complexity variables on pay levels The influence of individual complexity variables on pay mix Survey measures of complexity and pay levels and mix The complexity construct and executive pay The influence of power on executive pay The influence of individual power variables on pay levels The influence of individual power variables on pay mix Survey measures of power The power construct and executive pay The overall influence of power and complexity on executive pay Sensitivity analysis Does the composition of the compensation committee matter? Alternative measures for complexity variables Alternative measures for power variables Alternative measure of firm performance Discussion Complexity and executive pay The incremental contribution of firm size Technological complexity and executive pay The components of complexity The components of managerial power Interdependent directors and executive pay Compensation committee existence and executive pay Managerial power and pay structure CEO duality as a self-serving opportunity? Board size and executive pay

15 TABLE OF CONTENTS XV 9.11 The influence of Anglo-Americans Conclusions Contributions to the literature Summary of results Overview of executive and director compensation Basic determinants of executive pay..., Complexity and executive pay Power and executive pay Implications for policy makers and practitioners Limitations Future research Appendix - questionnaire References

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17 LIST OF TABLES XVII List of tables Table 1: Empirical studies on the pay-performance relation Table 2: Overview of studies on directors pay Table 3: Empirical studies on complexity-ceo pay level relation Table 4: Empirical studies on complexity - executive pay mix relation Table 5: Major empirical studies on the CEO/board power variables and CEO pay level Table 6: Empirical studies on CEO power- pay mix relation Table 7: Descriptive statistics on CEO compensation Table 8: Descriptive statistics on top management compensation Table 9: Descriptive statistics on non-executive director compensation Table 10: Descriptive statistics on complexity variables Table 11: Descriptive statistics of executive power variables Table 12: Summary statistics of other variables Table 13: Correlation matrix of basic determinants Table 14: OLS estimation of common determinants on total executive compensation Table 15: Tobit model estimates of common determinants on equity-pay mix Table 16: Correlation matrix based on individual complexity variables Table 17: OLS estimation of individual complexity variables on compensation levels Table 18: Tobit estimates of individual complexity variables on compensation mix Table 19: Descriptive statistics on survey complexity measures Table 20: Univariate estimates of surveyed complexity on CEO compensation Table 21: Univariate Tobit estimates of CEO equity-based compensation on survey complexity variables Table 22: Correlation matrix of archival complexity variables Table 23: Principal component analysis and scoring coefficients of archival complexity construct Table 24: Principal component analysis and scoring coefficients of survey complexity construct Table 25: Relationship between complexity constructs and CEO compensation Table 26: OLS estimation of individual power variables on compensation level

18 XVIII LIST OF TABLES Table 27: Tobit estimates of individual power variables on executive compensation mix Table 28: Descriptive statistics on survey power measures Table 29: Univariate estimates of survey power variables on CEO compensation Table 30: Principal component analysis of archival power construct Table 31: Scoring coefficients of archival power construct: Table 32: Principal component analysis on survey power measures Table 33: Scoring coefficients of survey power construct Table 34: Regressions of the archival complexity and power constructs on executive pay. 152 Table 35: Tobit regressions of the complexity and power constructs on executive pay structure Table 36: Regressions of the survey complexity and power constructs on CEO compensation Table 37: OLS estimation of the composition of the compensation committee on TMT compensation

19 LIST OF FIGURES XIX List of figures Figure 1: Dissertation overview... 7 Figure 2: Determinants and consequences of executive compensation Figure 3: Conceptual framework of complexity and executive compensation Figure 4: Conceptual framework of executive power and compensation... 75

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21 LIST OF ABBREVIATIONS XXI List of abbreviations CEO DOI EJPD FASB FETE FSTS GBP Ln LTIP M & A MCHF MUSD R&D SIC UK US USD Chief Executive Officer Degree of internationalization Eidgen6ssisches Justiz- und Polizeidepartement Financial Accounting Standards Board Foreign employees total employees Foreign sales total sales British Pound Natural logarithm Long-term incentive plan Mergers & acquisitions Million Swiss Francs Million US Dollar Research & Development Standard Industry Classification United Kingdom United States US Dollar S &P500 Standard & Poor's 500 SWX TMT Swiss Stock Exchange Top management team

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23 SUMMARY XXIII Summary This paper examines the roles of complexity and power as explanations for executive pay level and mix. It is hypothesized that complexity and power are positively associated with the level of compensation. Further, I hypothesize that complexity is positively and executive power negatively related to the proportion of executive compensation that is based on stock options and restricted stock. Despite numerous research articles investigating variables associated with complexity and executive power and their effect on executive pay, a broad conceptualization of both complexity and power with respect to the setting of executive pay is missing. This dissertation attempts to close this gap. For a sample of 199 Swiss stock-listed companies in , I collect a large number of archival variables to empirically test the effects of complexity and power constructs on executive compensation. I augment these results with a sample of 47 survey-based responses to obtain a richer conceptualization of executive power and firm complexity. Multiple regressions are run on an individual variables basis as well as on factoranalyzed categories. Results are broadly consistent with hypotheses. Complexity is positively associated with CEO and top management team compensation levels and equity-pay mix. Managerial power is generally positively associated with pay levels. Contrary to my hypothesis, I also find evidence that some dimensions of executive power are positively related to the proportion of equity in total compensation.