[While standard contract theory suggests that a Chief Executive Officer (CEO) should be paid relative to a benchmark that removes the effects of sector performance, there is evidence that CEO pay is strongly and positively related to such sector performance. In this article, we offer an explanation. We model a CEO charged with selecting the firm's strategy that determines the firm's exposure to sector performance. To incentivize the CEO to choose optimally, pay contracts will be positively and sometimes asymmetrically related to sector performance. Consistent with our predictions, the empirical analysis indicates that the observed sensitivity of pay to sector performance is almost fully confined to multisegment firms and is greater in firms that offer greater strategic flexibility to alter sector exposure, for more talented CEOs and for CEOs as compared to their subordinate executives. Our evidence is robust to alternate explanations such as CEO entrenchment.]

I develop a theory of stock-based compensation contracts for the chief executive officers (CEOs) of firms and confront the theoretical predictions with recent CEO compensation data. The model characterizes the optimal contract for a CEO whose reputation evolves as signals of the executive's ability are observed by shareholders. Using various proxies for CEO reputation, I show a positive and economically meaningful relationship between stock-based pay-sensitivities and CEO reputation. The findings are robust to controls for CEO age, firm size, the dollar variability of the stock returns, and industry effects.

In this article, we provide a novel rationale for credit ratings. The rationale that we propose is that credit ratings serve as a coordinating mechanism in situations where multiple equilibria can obtain. We show that credit ratings provide a "focal point" for firms and their investors, and explore the vital, but previously overlooked implicit contractual relationship between a credit rating agency (CRA) and a firm through its credit watch procedures. Credit ratings can help fix the desired equilibrium and as such play an economically meaningful role. Our model provides several empirical predictions and insights regarding the expected price impact of rating changes.

The credit rating industry has historically been dominated by just two agencies, Moody's and Standard & Poor's, leading to long-standing legislative and regulatory calls for increased competition. The material entry of a third rating agency (Fitch) to the competitive landscape offers a unique experiment to empirically examine how increased competition affects the credit ratings market. What we find is relatively troubling. Specifically, we discover that increased competition from Fitch coincides with lower quality ratings from the incumbents: Rating levels went up, the correlation between ratings and market-implied yields fell, and the ability of ratings to predict default deteriorated. We offer several possible explanations for these findings that are linked to existing theories.

Gerald T. Garvey, Todd T. Milbourn, EVA versus Earnings: Does It Matter Which Is More Highly Correlated with Stock Returns?, Journal of Accounting Research, Vol. 38, Supplement: Studies on Accounting Information and the Economics of the Firm (2000), pp. 209-245

Prior studies find inconsistent evidence regarding the effect of CEO equity incentives on financial misreporting. We argue that this inconsistency stems from not considering detection mechanisms that mitigate the effect of equity incentives on misreporting by limiting the ability of managers to carry out such manipulative activities. Using auditor industry expertise as one such detection mechanism, we document that CEO equity incentives are positively associated with misreporting only in subsamples where auditor expertise is low, but not where expertise is high. The implication of these results is that auditor expertise lowers the cost of granting equity-based incentives and that firms audited by an industry expert grant their CEOs greater equity incentives. We find strong evidence in favor of this implication. Controlling for previously identified determinants of CEO equity incentives, we find that firms audited by an industry expert grant their CEOs 14 percent more equity incentives than firms audited by a non-expert. To address endogeneity concerns, we use the collapse of Arthur Andersen as a quasi-natural experiment and find analogous evidence. Overall, our study documents the critical role of detection mechanisms in the link between CEO contracting and financial misreporting.

This paper examines the two-way relationship between managerial compensation and corporate risk by exploiting an unanticipated change in firms' business risks. The natural experiment provides an opportunity to examine two classic questions related to incentives and risk—how boards adjust incentives in response to firms' risk and how these incentives affect managers' risk-taking. We find that, after left-tail risk increases, boards reduce managers' exposure to stock price movements and that less convexity from options-based pay leads to greater risk-reducing activities. Specifically, managers with less convex payoffs tend to cut leverage and R&D, stockpile cash, and engage in more diversifying acquisitions.

Principal-agent theory suggests that a manager should be paid relative to a benchmark that removes the effect of market or sector performance on the firm's own performance. Recently, it has been argued that such indexation is not observed in the data because executives can set pay in their own interests; that is, they can enjoy “pay for luck” as well as “pay for performance.” We first show that this argument is incomplete. The positive expected return on stock markets reflects compensation for bearing systematic risk. If executives’ pay is tied to market movements, they can only expect to receive the market-determined return for risk-bearing. This argument, however, assumes that executive pay is tied to bad luck as well as to good luck. If executives can truly influence the setting of their pay, they will seek to have their performance benchmarked only when it is in their interest, namely, when the benchmark has fallen. Using industry benchmarks, we find significantly less pay for luck when luck is down (in which case, pay for luck would reduce compensation) than when it is up. These empirical results are robust to a variety of alternative hypotheses and robustness checks, and they suggest that the average executive loses 25–45% less pay from bad luck than is gained from good luck.

Little evidence exists that firms index executive compensation to remove the influence of marketwide factors. We argue that executives can, in principle, replicate such indexation in their private portfolios. In support, we find that market risk has little effect on the use of stock‐based pay for the average executive. But executives' ability to “undo” excessive market risk can be hindered by wealth constraints and inalienability of human capital. We replicate the standard result that there is little relative performance evaluation (RPE) for the average executive, but find strong evidence of RPE for younger executives and executives with less financial wealth.

We explore the role of stock liquidity in influencing the composition of CEO annual pay and the sensitivity of managerial wealth to stock prices. We find that as stock liquidity goes up, the proportion of equity-based compensation in total compensation increases while the proportion of cash-based compensation declines. Further, the CEO's pay-for-performance sensitivity with respect to stock prices is increasing in the liquidity of the stock. Our main findings are supported by additional tests based on shocks to stock liquidity and two-stage least squares specifications that mitigate endogeneity concerns. Our results are consistent with optimal contracting theories and contribute to the ongoing debate about the increasing trend of both equity-based over cash-based compensation and the sensitivity of total CEO wealth to stock prices rather than earnings. Data Availability: Data used for this study are derived from publicly available sources.