This dissertation contains five research projects within the context of two distinctive issues that concern the effectiveness of executive compensation in aligning executive interests with shareholders and how institutional investors play a role in structuring corporate governance mechanisms. The objective of this dissertation is to first determine how institutions should exert their influence if they are serious about alleviating agency problems and improving firm performance. Second, the thesis seeks to determine whether institutional investors use their influence to shape executive compensation and corporate governance mechanisms in a manner consistent with aligning managerial interests with shareholders and increasing shareholder wealth. The thesis finds that CEOs with option incentives increase the likelihood that a firm will increase risk by undertaking both major real investments and acquisitions. Moreover, CEO option grants are positively related to measures of firm valuation and operating performance suggesting option incentives are an important mechanism to align CEO interests with shareholders. This is robust to alternative measures of firm valuation and operating performance, also various estimation techniques. Using these findings to motivate the direction of institutional influence on executive compensation, it is found that institutional investors, particularly smaller activist traders, significantly increase option grant incentives received by executives. Institutional influence also raises CEO pay which is consistent with preservation of reservation CEO utility levels. Addressing the role of institutional investors in the context of other corporate governance mechanisms, it is found that institutional investor influence is also negatively related to board size and positively related to board independence, which is achieved by removal of inside directors. Such actions are consistent with empirical studies that show smaller boards and increased levels of independent directors improve firm performance and board decision making. The main conclusion from this dissertation is that option incentives are an effective mechanism to align CEO interests with those of shareholders. Institutional investors appear to recognise this importance, and effectively use their influence to increase options received by executives. Combined with institutional investors putting in place corporate boards that provide better oversight of management, institutional investors appear to be effective monitors of the firms in which they invest.

abstract: Relative performance evaluation (RPE) in Chief Executive Officer (CEO) compensation contracts entails the use of peer performance to filter out exogenous shocks and reduce exposure to risk. Theory predicts that high-quality peers can effectively filter out noise from performance measurement, yet prior empirical studies do not examine how differences in peer quality affect the use of RPE in practice. In this study, I propose a model to select peers with the highest capacity to filter out noise and introduce a novel measure of peer quality. Consistent with the theory, I find that firms with high quality peers rely on RPE to a greater extent than firms with few good peers available. I also examine the extent to which peers disclosed in proxy statements overlap with the best peers predicted by my model. I find that the overlap is positively associated with institutional ownership, use of top 5 compensation consultants, and compensation committee competence. / Dissertation/Thesis / Doctoral Dissertation Accountancy 2020

This thesis examines three important topics in corporate governance: the relationship between activist hedge funds and other institutional investors, the role of perks in the market for CEO talent, and public scrutiny and the changing nature of perks. First, I provide an in depth study of the interaction between activist hedge funds and other institutional investors. Hedge funds are more likely to target firms with high levels of institutional ownership, and demonstrate a preference for short term focused institutional investors. Hedge fund activism generates short run and long run abnormal returns without increasing stock return volatility. Regardless of investment horizon, volatility is inversely related to prior period institutional ownership. The trading behavior of institutional owners with different investment horizons is consistent with hedge fund activism creating value. These findings hold regardless of whether investment horizon is based on portfolio churn rate or type of institution. Overall, the results suggest a mutually beneficial relationship between activist hedge funds and other institutional investors. Second, in a coauthored paper with Drs. Seungijn Han and Jiaping Qiu, I provide the first comprehensive analysis on how CEOs’ wage and perks are jointly determined in a competitive CEO market. The underlying theory shows that in equilibrium, firm size, wage, perks and talent are all positively related. Perks are more sensitive than wage to changes in firm size. The more perks enhance the CEO’s productivity, the faster perks increase in firm size. Closed form solutions allow the recovery of the cost function of providing perks. I examine the determinants of CEO perquisite compensation using hand-collected information for S&P 500 companies and find consistent empirical evidence. Third, I examine the impact of public scrutiny on CEO compensation using the unique opportunity provided by the 2008 financial crisis, government support, and legislated compensation restrictions. I introduce novel data on executive perks at S&P 500 firms from 2006 to 2012. Overall, my results are consistent with increased public scrutiny having lasting impact on perks and temporary impact on wage, and with legislated compensation restrictions having temporary impact on wage. Changes in specific perks items provide evidence on which perks firms perceive as excessive and which provide common value. / Thesis / Doctor of Philosophy (PhD)

Executive compensation and its potential importance in aligning shareholder and management interests has been an extensively researched area within corporate finance. We study executive compensation while addressing several unresolved issues in the literature. In essay one, we examine CEO compensation following spin-offs. We find that CEOs are rewarded for undertaking a spin-off. Change in compensation for CEOs of spin-off firms following spin-offs is significantly higher than that for matching firms. We also find that the increase in compensation following spin-off is negatively associated with the change in firm size following the spin-off. Unlike mergers and acquisitions through which increases in executive compensation seem to be more related to size than performance, we show that CEO compensation increases following spin-offs even though spin-offs reduce firm size. In the second essay, we study changes in CEO salaries and their relation to firm performance. We document that changes in CEO salaries, which are a more permanent form of compensation change, are related to long term measures of performance. We find that CEO salaries change much more in relation to long term stock returns than short term stock returns. We also study the asymmetry in the relation between salary changes and firm performance. We find that while short term negative returns are related to changes in CEO salaries; only long term positive returns are significantly associated with CEO salary changes. This asymmetric relation is also present between total CEO compensation changes and stock returns. In essay three, we examine managerial decision horizons for target and acquirer firms in mergers and acquisitions. We find that acquirer CEOs have longer decision horizons than target firm CEOs in stock financed mergers. Acquirer CEOs in cash financed mergers and acquisitions also have longer decision horizons than target CEOs. Acquirer CEOs in both stock and cash financed mergers have significantly higher proportions of equity based compensation and significantly lower proportions of cash based compensation than target CEOs. In logistic regressions, measures of decision horizons for target and acquirer CEOs are not significantly related to the odds of stock financing in mergers and acquisitions. Our results do not offer strong support to the implications from the Shleifer and Vishny theory on the rationale for stock financed acquisitions.

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The Industrial Organization literature investigates the product market decisions of a firm while the corporate finance literature explores the financing decisions of the firm. But the truth is both the financing decisions and the product market decisions are interdependent and should be modeled together to develop a better understanding of a firm's decisions. This thesis takes a step in that direction. The manager of a firm caters to the equity holders of the firm who are protected by limited liability. Ex-ante debt is issued and at the time of product market decision, debt is exogenous. The traditional product market capital market interaction literature has argued that debt financing leads to more aggressive product market strategies. If debt is treated as endogenous and/or the switching state of nature is endogenous, it can be shown that debt financing may lead to less aggressive product market strategies. Further, if external financing consists of both debt and equity financing, it is shown that a financially constrained firm shall produce less than what it would have produced if it was not financially constrained. Finally, managerial compensation is reported to be one of the reasons for product market aggressiveness of a firm in the context of product market capital market interaction. / Ph. D.

Esta investigación apoya el argumento de que las empresas se benefician de la adopción de políticas y estrategias retributivas para sus directivos cuando las características de las mismas se adaptan o adecuan a los requerimientos de control y motivación de los directivos que, en última estancia, vienen impuestos por la orientación estratégica de la empresa y por las características del entorno en el que opera. En este sentido, y en consistencia con la teoría de la agencia, el concepto de discrecionalidad directiva se ratifica como un elemento crucial en la explicación de las relaciones entre retribución directiva y contexto. La empresa diseña el sistema retributivo del directivo en función del grado de discrecionalidad del que éste dispone. Además, el ajuste entre discrecionalidad y retribución directiva tiene efectos positivos en los resultados de la empresa. / This research supports the arguments of that firms obtain benefits of implementing executives' compensation politics linked to supervision and control requirements which are imposed by firms strategic orientations and environment characteristics. In that way, and consistent to agency theory, executive discretion concept is confirmed as a key element in the explanation of relationships between executive compensation and context. Firm design executives compensation system according to the degree of discretion they dispose. Moreover, adjustment between executive discretion and executive compensation has positive effects on firm performance.

Submitted by Marcos Barbosa Pinto (mpinto@gaveainvest.com.br) on 2011-12-21T18:59:41Z No. of bitstreams: 1 Microsoft Word - Dissertacao - Pós Banca - 16122011.pdf: 296612 bytes, checksum: e6c3d7f22d920776865e09918cec73f0 (MD5) / Approved for entry into archive by Marcia Bacha (marcia.bacha@fgv.br) on 2012-01-09T11:24:38Z (GMT) No. of bitstreams: 1 Microsoft Word - Dissertacao - Pós Banca - 16122011.pdf: 296612 bytes, checksum: e6c3d7f22d920776865e09918cec73f0 (MD5) / Made available in DSpace on 2012-01-09T11:24:57Z (GMT). No. of bitstreams: 1 Microsoft Word - Dissertacao - Pós Banca - 16122011.pdf: 296612 bytes, checksum: e6c3d7f22d920776865e09918cec73f0 (MD5) Previous issue date: 2011-11-10 / Este trabalho procura identificar a relação entre dispersão da propriedade acionária e remuneração de executivos. A literatura sugere que, devido a problemas de ação coletiva e custos de agência, companhias com propriedade acionária mais dispersa tendem a remunerar melhor seus executivos. Utilizando dados disponíveis pela primeira vez no Brasil, este trabalho procura testar essa hipótese. Os testes econométricos realizados, com base em uma amostra de 315 companhias abertas brasileiras cujas ações são admitidas à negociação em bolsa de valores, evidenciam uma forte correlação, positiva e estatisticamente significante, entre a remuneração dos administradores e a dispersão acionária. O trabalho conclui que, ceteris paribus, companhias com propriedade acionária mais dispersa pagam remuneração maior a seus administradores. / The aim of this study is to identify the relationship between ownership dispersion and executive compensation. The literature suggests that, as a result of collective action problems and agency costs, companies with dispersed ownership tend to pay higher compensation to their executives. Using data available for the first time in Brazil, this study tries to test this hypothesis. The econometric tests conducted, using a sample of 315 public companies listed in the Brazilian stock exchange, suggest a strong correlation, positive and statistically significant, between executive compensation and ownership dispersion. This study concludes that, ceteris paribus, companies with dispersed ownership pay higher compensation to their executives.

No description available.

Increasing compensation disclosures mandated by the Securities Exchange Commission provide transparency that allows more shareholders to question the results produced by highly compensated executives. The popular business press often decries the apparent imbalance between executive pay and firm performance. Published academic research has responded with hundreds of studies attempting to explain executive pay in terms of firm performance. The preponderance of these studies focus on Chief Executive Officers. This study empirically examines executive compensation for team effects on future firm performance.Applying a firm specific fixed-effects model to a sample of 13,021 firm-year observations from ExecuComp, the current study regresses top management team compensation and control variables on firm performance averaged one, three, and five years following the year of compensation. One accounting based measure of performance (return on assets) and one market based measure of firm performance (shareholder return) is examined over the one three and five year horizons.Consistent with increasing concerns raised by investors regarding excess executive pay, this study finds evidence that higher top management team pay is associated with companies experiencing lower rates of return in the future. However, higher management team pay is associated with higher profits and market value measured in dollars. Theses effects are significantly different between the short-term and long term components of compensation. Although compensation of the team is highly correlated with the CEO, the compensation of the executive team has incremental effects on future firm performance of the company.This study contributes to the executive compensation literature by providing evidence that the compensation of the top management team affects future company performance. The observed impact of management team compensation on company performance is: incremental to CEO effects noted in prior studies, differential between short- and long-term components of compensation, sensitive to the proxy used for company performance, and attenuates over time. These findings suggest that further research on executive management team compensation is merited in order to address an interesting gap in the extant literature.