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Three essays on the compensation, structure, and decision making of the board of directors
Title
Three essays on the compensation, structure, and decision making of the board of directors.
Creator
Pham, Duong, Frye, Melissa, Turnbull, Geoffrey, Gatchev, Vladimir, Farrell, Kathleen, University of Central Florida
Abstract / Description
My first essay examines compensation of newly formed boards of directors following tax-free corporate spin-offs. The empirical results show newly formed spin-off boards are paid significantly more than peer boards in the same industry with similar firm size. Higher compensation is observed for spin-off firms where the CEOs are not formerly employed by the parent firms but not for spin-off firms with parent related CEOs, indicating that new directors demand higher compensation for the work...
Show moreMy first essay examines compensation of newly formed boards of directors following tax-free corporate spin-offs. The empirical results show newly formed spin-off boards are paid significantly more than peer boards in the same industry with similar firm size. Higher compensation is observed for spin-off firms where the CEOs are not formerly employed by the parent firms but not for spin-off firms with parent related CEOs, indicating that new directors demand higher compensation for the work involved in setting up the new governing system for the spun-off firms especially when there is a brand new CEO managing the spinoff firm. Differences in the structure of director compensation are consistent with better incentive alignment for the newly formed spinoff boards who have the rare opportunity to design their compensation from scratch. The paper also finds evidence that limited CEO's influence on the composition of the spinoff board leads to weaker cronyism between the board and the CEO of spinoff firms.My second essay explores the role CEO gender plays in shaping the board of directors. The literature provides strong evidence that male CEOs are more overconfident than female CEOs. I contend that a male CEO, who may overestimate his ability and/or underestimate the monitoring role of the board, will prefer to exert as much control over the board as possible and thus prefer a weaker board. I find consistent results that new male CEOs are more likely to increase board size, decrease board independence, reduce board gender diversification, have worse director attendance and have lower overall board monitoring. In contrast, new female CEOs have more gender diversified boards and are associated with an increase in overall board monitoring intensity. I also find supporting evidence in terms of CEO compensation, where new male CEOs gain more control and are compensated more in both total compensation and equity compensation post transition, consistent with what we expect from a weaker board.iiiMy third essay examines CEO's influence on the board of directors in spinoff firms. CEO's influence on the board of directors has been the main concern for shareholders who entrust the firm board with the task of monitoring the firm CEOs. Current literature shows that the more powerful the CEO, the better he is able to extract rents via his compensation at the expense of shareholders. In this study, I utilize a sample of spinoff firms that need to form a brand new board of directors from scratch to shed more lights on the CEO influence question. Particularly, I hypothesize and find that since spinoff CEOs appointed from the parent firm have more influence over the selection of spinoff directors, they enjoy higher compensation with lower pay-performance sensitivity (PPS) and have lower turnover-performance sensitivity than CEOs at similar non-spinoff firms. In contrast, spinoff CEOs hired from outside the pre-spinoff business have similar compensation, PPS and turnover-performance sensitivity to their peers. The results provide supporting evidence for the CEO influence hypothesis and show that limiting CEO's involvement in the selection of directors might help mitigate subsequent CEO rent seeking behavior.
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Date Issued
2017
Identifier
CFE0006639, ucf:51245
Format
Document (PDF)
PURL
http://purl.flvc.org/ucf/fd/CFE0006639
NONPROFIT BOARD EFFECTIVENESS, FUNDING SOURCE,AND FINANCIAL VULNERABILITY
Title
NONPROFIT BOARD EFFECTIVENESS, FUNDING SOURCE,AND FINANCIAL VULNERABILITY.
Creator
Hodge, Matthew, Martin, Lawrence, University of Central Florida
Abstract / Description
Nonprofit organizations rely heavily on their governing board of directors to provide leadership, strategic guidance, and financial oversight. The nonprofit community continues to grow, and the services provided by these organizations have become a critical part of our society, providing a wide variety of services targeting a diverse population. In this context, how the role of the board of directors impacts the financial position of the nonprofit organization is of great interest to both the...
Show moreNonprofit organizations rely heavily on their governing board of directors to provide leadership, strategic guidance, and financial oversight. The nonprofit community continues to grow, and the services provided by these organizations have become a critical part of our society, providing a wide variety of services targeting a diverse population. In this context, how the role of the board of directors impacts the financial position of the nonprofit organization is of great interest to both the academic community and the practitioner. This study examined three areas of interest: board effectiveness, funding source, and financial vulnerability. First, the association between board effectiveness and financial vulnerability was tested. Second, specific board behaviors associated with strategic planning and stakeholder management were tested to determine if they were greater predictors of financial vulnerability. Finally, the role of funding source (specifically privately funded organizations) as a moderating variable for board effectiveness and financial vulnerability was explored. The sample was composed of 112 participants, consisting of board member/executive director survey responses and financial information for the participating organizations. The sample was drawn from six counties in the Central Florida area. Data were collected from a series of mailings, and surveys were distributed at nonprofit lecture series. The Financial Vulnerability Index (FVI) was used as a measure of the financial condition of the nonprofit organization and represented the dependent variable in this study. The Board Self-Assessment Questionnaire (BSAQ) was used to assess board effectiveness and represented the independent variable in this study. Primary funding source was identified as a moderating variable, while board size, age of the organization, CEO tenure, service area, United Way affiliation, national affiliation were included as control variables. Board effectiveness as measured by the BSAQ was a significant predictor of financial vulnerability as measured by the FVI. The strategic and stakeholder behaviors associated with board effectiveness were not found to be significant predictors of financial vulnerability, beyond other behaviors associated with board effectiveness. Funding source was shown to moderate the observed relationship between board effectiveness and financial vulnerability, as the association between effectiveness and financial condition was significant in privately funded nonprofit organizations (no such significance was identified in government funded or commercially funded organizations).
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Date Issued
2006
Identifier
CFE0000974, ucf:46690
Format
Document (PDF)
PURL
http://purl.flvc.org/ucf/fd/CFE0000974
Three Essays on Compensation and the Board of Directors
Title
Three Essays on Compensation and the Board of Directors.
Creator
Cherry, Ian, Gatchev, Vladimir, Turnbull, Geoffrey, Schnitzlein, Charles, Roberts, Robin, University of Central Florida
Abstract / Description
In my first essay, I find a statistically and economically significant director-specific component in CEO pay following the enactment of the Sarbanes-Oxley Act of 2002 (SOX). In the cross-section of firms, directors that award relatively higher (lower) CEO pay in one firm also award relatively higher (lower) CEO pay in other firms of whose boards they are members during the year. Based on my estimates, the director-specific component is responsible for around (&)#177;3.5% of total CEO pay or...
Show moreIn my first essay, I find a statistically and economically significant director-specific component in CEO pay following the enactment of the Sarbanes-Oxley Act of 2002 (SOX). In the cross-section of firms, directors that award relatively higher (lower) CEO pay in one firm also award relatively higher (lower) CEO pay in other firms of whose boards they are members during the year. Based on my estimates, the director-specific component is responsible for around (&)#177;3.5% of total CEO pay or around (&)#177;$230,000 per CEO-year on average. In addition to affecting CEO pay levels, the director-specific component also has a significant effect on the changes and the composition of CEO pay, thus affecting CEO incentives. I pursue two potential explanations for our findings(-)changes in board composition and changes in director behavior after SOX. I do not find evidence that the director-specific component in CEO pay is due to changes in board composition. Instead, I find evidence that the director-specific component in CEO pay is due to changes in director behavior related to the additional risks and employment concerns imposed on directors after SOX. My findings are consistent with the view that SOX discourages directors from taking risks when awarding CEO pay and so directors award CEO pay that they can more easily justify through direct experiences in other firms. These findings have wide implications about the importance of directors in setting CEO pay, the existence of agency problems within the board, and the consequences of regulation in general and SOX in particular.My second essay concerns the compensation of directors themselves. I find that institutional ownership is positively related to the level of director compensation and the proportion of equity based compensation that directors receive. These results are consistent with the interpretation that institutions prefer stronger links between firm performance and board compensation and are willing to pay higher levels of compensation for better governance. I also investigate the difference between the effects of active versus passive institutional investment and find that active institutions appear to have a larger economic impact on director compensation. However, I do not find a statistical difference between the effects of active and passive ownership.My third essay studies the strategies that firms follow when apportioning incentive compensation within the board of directors. Firms tend to preserve the structure of director incentives over time so that firms using equal (variable) incentives in one year are more likely to use equal (variable) incentives in the following year. I further examine whether the structure of director incentives within the board affects acquirer performance in corporate acquisitions. I find that the five-day announcement returns of firms awarding equal director incentives are around 1% higher than the returns of firms that award variable director incentives within the board. These results are robust to standard controls related to acquirer returns, to different lengths of the announcement window, and to alternative incentive strategy classification schemes. Overall, my findings are consistent with the idea that director incentives play a significant role in corporate performance and with the idea that equal director incentives dominate variable incentives in circumstances where the success of the outcome is likely to depend on the board as a whole.
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Date Issued
2015
Identifier
CFE0005588, ucf:50265
Format
Document (PDF)
PURL
http://purl.flvc.org/ucf/fd/CFE0005588
ESSAYS ON MUTUAL FUND GOVERNANCE AND THE ADVISORY FEE CONTRACTS
Title
ESSAYS ON MUTUAL FUND GOVERNANCE AND THE ADVISORY FEE CONTRACTS.
Creator
ERZURUMLU, YAMAN, Frye, Melissa, University of Central Florida
Abstract / Description
This dissertation consists of three studies related to corporate governance of equity mutual funds in a framework of relations between the three closely interrelated actors of mutual fund industry. The mutual fund advisers, the shareholders and the mutual fund board being the advocate of shareholders rights. The first study analyzes the advisory fee, using a survivorship bias free data set of 176 equity funds managed by 125 different advisers. The price of professional portfolio management...
Show moreThis dissertation consists of three studies related to corporate governance of equity mutual funds in a framework of relations between the three closely interrelated actors of mutual fund industry. The mutual fund advisers, the shareholders and the mutual fund board being the advocate of shareholders rights. The first study analyzes the advisory fee, using a survivorship bias free data set of 176 equity funds managed by 125 different advisers. The price of professional portfolio management provided by the mutual fund adviser depends not only on the fund characteristics but also on the fund objective, the adviser's portfolio related and management based decisions, and the portfolio performance. I find that the advisers may reduce their own costs through the use of derivatives or manipulate the actual fee contract by engaging in soft dollar agreements. Advisers actively manage the advisory fee contracts responding to the outcome of their management decisions. The advisory fee increases after voluntary fee reimbursement or if the adviser is not fully reimbursed for certain services. Risk taking behavior is the main motivation behind the structure of advisory contracts. Also, I show that non-surviving funds have higher advisory fees, suggesting competitive fee pricing may be necessary for survival. The second study focuses on the relation between general board characteristics, independent director characteristics and the advisory fee which is solely an outcome of the negotiations between the fund board and the adviser, thus a good proxy for the governance skills of the board. I also examine the impact of SEC's regulation change of 2000. Mutual fund scandals that took place after the regulation change of 2000 suggested that besides the fraction of independent seats, the individual characteristics of the members that occupy board seats are crucial for mutual fund board governance. I find that boards benchmark objective average fee but not necessarily for the best interest of shareholders. Shareholders are likely to benefit from the expertise of members with higher tenure and finance backgrounds. Although increase in board independence is likely to contribute to board governance, the effect of 2000 regulation change of board independence on its arguably target group is limited. Nominating committee improves the board governance. Although the results do not suggest that an independent chairman directly improves board governance, I find modest evidence that the impact of an independent chairman is likely to depend on the expertise of the member that would occupy the chairman seat. Third study analyzes a specific tool, soft dollar arrangements using a survivorship bias free data set of 432 equity funds managed by 129 different advisers. Soft dollar arrangements affect all three actors of mutual fund industry. They are widely used by the advisers, have to be monitored closely by the fund board and eventually affect the overall wealth of shareholders. Fund advisers determine the broker base, scope of brokerage services and whether to self produce or outsource brokerage services through soft dollar arrangements. In return, shareholders expect to benefit from better fund performance and reduction in advisory fee. I find that transaction execution not necessarily motivated by additional brokerage services is likely to be responsible for high turnover. Construction of brokerage base by the adviser is not arbitrary. Advisers ex ante construct the broker base in order to minimize the brokerage commissions and considering ex post soft dollar arrangements. Transaction execution related services lead to less brokerage commissions and soft dollar use while both increase if research is a consideration for broker participation. More concentrated broker base leads to lower brokerage fee and higher soft dollar use. Results indicate that advisers enforce competition within brokerage industry for lower cost of transaction execution. Shareholders benefit from increasing soft dollar use through performance improvement and reduction in advisory fee. Yet, the cost of soft dollar arrangements seems to exceed their benefit to shareholders. If the results indicate competition within brokerage industry for lower cost of transaction execution, the undisclosed premium paid for the additional services are likely to be responsible for this adverse effect.
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Date Issued
2006
Identifier
CFE0001180, ucf:46874
Format
Document (PDF)
PURL
http://purl.flvc.org/ucf/fd/CFE0001180