This study provides evidence concerning the endogenous determination of managerial compensation contracts. To avoid the confounding effect of tax considerations, we limit our attention to the choice among long-term nonqualified incentive plans. Specifically, we consider a two-part decision faced by the firm: (1) whether to add an accounting-based "performance plan" to the existing portfolio of compensation contracts and (2) if the firm adopts a plan, the choice between a "relative" or an "absolute" performance measure. Based on some behavioral implications of performance plans which distinguish them from alternative contracts, we develop hypotheses which relate the adoption and design of a performance plan to the firm's general incentive contracting environment. We test these hypotheses using a choice-based sample, evenly divided between performance plan adopters and nonadopters. For the purposes of parameter estimation, we use the multinomial logit model to reflect the qualitative, hierarchical nature of the decision setting. Our results indicate that variables which proxy for the incentive environment can explain which firms will adopt a performance plan, and also the type of performance measure used by the adopting firms.

This dissertation analyzes the effect of a stock market downturn on executive compensation plans which include stock option contracts. A model is developed to determine sufficient conditions for which the optimal compensation contract exhibits characteristics of a fixed salary plus stock option. If a publicly known shift in the distribution of firm value occurs after contracting and before the agent takes his action, then it can be shown to be in the principal's interest to renegotiate the agent's contract. The resulting contract is again a fixed salary plus stock options with lower exercise prices than in the original contract. It is assumed that the shift in the distribution of firm value is a low probability event that is not contracted upon. To determine whether or not it is optimal to contract on a low probability event the set of original contract and rengotiated contract is compared to a contract that is complete with respect to the event. Benefits to complete contracting exist if the agent commits to stay after information about the event becomes available. However, if the agent can leave at any time, the principal may prefer, initially, not to contract on low probability events and simply renegotiate the contract if a low probability event occurs. Renegotiation can take the form of lowering the exercise price of outstanding stock options or adding a layer of options with a lower exercise price than existing outstanding options. Nonparametric tests on stock option grants in 1985 through 1988 indicate that the size of grants in 1987 and 1988 is significantly larger than in 1985 and 1986. These results support the prediction that stock options outstanding in 1987 were renegotiated following the stock crash in October 1987. / Business, Sauder School of / Accounting, Division of / Graduate

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This thesis comprises three empirical studies that investigate the effects of director networks and corporate governance mechanisms on firm performance and CEO compensation. The first empirical study (chapter three) describes the extent of board networks among non-financial FTSE 350 firms listed on the London Stock Exchange during 2007-2010. We use the concept of the “centrality” from social network analysis to examine whether board networks are related to firm performance. We find that firms whose directors are more central in a network are associated with better financial performance. Consistent with the “Reputation Hypothesis” (Fama and Jensen, 1983), the number of director connections may proxy for director reputation. Directors are motivated to improve their reputation since they can use their directorships to signal to the market that they are good at decision-making, and at providing advice and monitoring management. The second empirical study (chapter four) investigates the effects of director networks on CEO compensation among non-financial FTSE 350 firms listed on the London Stock Exchange between 2007 and 2010, while controlling for CEO characteristics, corporate governance characteristics and firm characteristics. We first examine the impact of CEO networks (individual level) and second board networks (firm level) comprising all board members. We examine not only the total remuneration of the CEO but also two important components of the remuneration package, i.e. basic salary, and long term incentive plans (LTIPs). At the individual level, we find that a well-connected CEO measured by “centrality” receives higher total compensation. Although we find a positive relationship between basic salary and CEO networks, we do not find evidence of a relationship between LTIP compensation and CEO networks. The relationship between board networks and CEO compensation is also examined at the firm level. The results show that board networks have a positive and significant effect on total compensation and LTIP compensation but not on basic salary compensation. The third empirical study (chapter five) examines the effects of directors’ business networks, directors’ social networks and corporate governance mechanisms on firm performance. Previous studies have considered only business networks (directorships), while this study explores both business networks and social networks, such as current and past employment, education background, and other types of social activities (membership of golf clubs, membership of charity organizations, universities alumni, etc). We find that well-connected directors seem to use their networks to improve firm performance and in line with the interest of their shareholders. We further split the effects of board networks into business and social networks. We find that social networks play a more important role than business networks in improving firm performance, consistent with social capital theory (Coleman, 1990) which argues that networks of social connections can provide firms with valuable resources and information. Overall, this thesis provides empirical evidence that director networks and corporate governance mechanisms play an important role in affecting CEO remuneration and firm financial performance. The findings of this thesis suggest that regulators, firms and individuals should not only pay attention to business networks but also to social networks.

This thesis comprises three studies on CEO compensation in the UK. It specifically examines the role of CEO defined-benefit pensions, compensation consultants and CEO stock options. Firstly, research on the role of executive pensions is still at a stage of infancy due to data difficulties (Sundaram and Yermack, 2007). By taking advantage of better disclosure requirements with the introduction of Directors’ Remuneration Report Regulations (DRRR) in 2002, this thesis examines the determinants and effects of CEO defined-benefit pensions. Consistent with rent extraction hypothesis (Bebchuk and Fried, 2005; Kalyta and Magnan, 2008), it finds that pensions are largely determined by CEO power over boards of directors. There is no evidence that pensions reduce the agency cost of debt as suggested by Edmans (2008) and Sundaram and Yermack (2007). Instead they increase the agency cost of equity by discouraging CEO risk-taking and reducing pay-performance relationship. Consistent with the argument in Gustman et al. (1994), Ippolito (1991) and Lazear (1990), this thesis also finds that pensions do bond a CEO to the firm she manages. Secondly, because of the lack of disclosure regarding compensation consultants used by companies, the empirical evidence is so far limited on how the practice of employing compensation consultants influences CEO pay. By taking advantage of better disclosure requirements since the publication of the DRRR (2002), this thesis examines the effect of using compensation consultants on CEO pay. Unlike Murphy and Sandino (2008), this thesis finds no evidence that firms use multiple pay consultants to justify or legitimize higher CEO pay. In light of the managerial power theory, this thesis instead finds that pay consultants are more concerned with the risk of losing business with their client firms. This latter finding explains why the use of pay consultants is associated with greater executive pay (see Armstrong, Ittner and Larcker, 2008; Cadman, Carter and Hillegeist, in press; Conyon, Peck and Sadler, 2009; Murphy and Sandino, 2008; Voulgaris, Stathopoulos and Walker, 2009). Thirdly, despite the importance of the issue, the existence of a link between the CEO stock options and earnings management is currently understudied in the UK. The UK context is appealing because of two distinctive corporate governance features that limit opportunistic earnings management. These are the absence of CEO duality in general (Cornett, Marcus, and Tehranian, 2008) and the increased outside director’s membership on boards since the publication of the Cadbury Report (1992) (Peasnell, Pope, and Young, 2000). By examining earnings management prior to stock option grant and exercise periods, this thesis adds to the study of Kuang (2008) that examines earnings management during stock option vesting periods. Overall, some evidence has been found that earnings are managed downwards prior to stock option grant periods. Consistent with the US-based studies, this thesis finds strong evidence of upward earnings management prior to a stock option exercise period. It shows that the UK’s distinctive governance features have not restrained opportunistic earnings management prior to stock option grants and exercises. In brief, this thesis provides some empirical evidence that the use of two pay components in the CEO pay package, namely, the defined-benefit pensions and stock options, do not necessarily promote CEO-shareholder interest alignment. The use of pay consultants in CEO pay-setting is also fraught with managerial influence. In support of the managerial power theory, I therefore suggest that these three factors can be abused by CEOs to extract excess compensation at the expense of shareholders. In this context, these three factors can themselves be considered as the sources of the agency cost. Future research might examine the mechanisms that can be deployed to govern the use of defined-benefit pensions, stock options and pay consultants in CEO pay design.