Abstract
Several firms prohibit their CEOs from trading in the stock of peer firms. This is puzzling since hedging by the CEO through private trading in the capital market can reduce the CEO’s exposure to systematic compensation risk. When the CEO’s incentive contract comprises relative performance evaluation, we find that the firm might want to disallow private hedging even though there are no technological interdependencies or strategic interactions to peer firms. In the analysis, we highlight two frequently observed characteristics of incentive contracts. First, the use of accounting benchmarks is widespread in compensation contracts for CEOs. Second, empirical and anecdotal evidence suggests that powerful CEOs have influence on the process of designing their own compensation. We find that in the presence of a powerful CEO, the firm can benefit from disallowing private hedging. In particular, the firm’s decision to allow or to disallow private hedging depends on the characteristics of the accounting benchmarks and the characteristics of the peer firms.
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Notes
Trading in competitors’ stock might be undesirable from the firm’s perspective in the presence of strategic interactions between firms (as in Aggarwal and Samwick 1999; Asseburg and Hofmann 2009). In this analysis, we explore whether trading in other firms’ stock (including competitors) might be undesirable from the firm’s perspective even if there are no strategic interactions between firms.
More recent evidence by Gong et al. (2011) extracted from the 2006 proxy statements of S&P 500 firms shows that stock price based performance measures are increasingly used as RPE benchmarks. Still, about one fourth of RPE users in their sample employ accounting metrics. Implicit RPE tests yield mixed results. For instance, while Antle and Smith (1986) find evidence of RPE using accounting-based benchmarks, Albuquerque (2009), Gibbons and Murphy (1990), and Janakiraman et al. (1992) fail to find support for the RPE hypothesis using accounting metrics as benchmarks.
Hedging and RPE are perfect substitutes when the firm implements RPE by using stock price based performance as a benchmark, as the CEO can perfectly replicate the RPE contract (e.g., Antle and Smith 1986; Garvey and Milbourn 2003; Jin 2002; Maug 2000). In this case, implementing RPE in addition to private hedging by the CEO does not reduce compensation risk. In contrast, if accounting benchmarks are used in the RPE contract, the CEO cannot replicate the RPE contract by trading the shares of peer firms because accounting benchmarks are not tradeable in capital markets (Antle and Smith 1986; Maug 2000).
Other hedging costs discussed in the literature include transactions costs, e.g., due to the imperfect liquidity of the capital market; CEO wealth and short-selling constraints; and limited access to markets in which the CEO can hedge his exposure to systematic risks (Antle and Smith 1986; Gao 2010; Dye and Sridhar 2016; Ozerturk 2005).
Similarly, Wu (2014) differentiates between “correlated firm-specific risk” that affects all firms in an industry and market risk that reflects economy-wide shocks. Wu (2014) assumes that the CEO can hedge market risk on own account (e.g., by investing in a market index). However, in his model, the correlated specific risk can be filtered only at the firm level through RPE.
To simplify the analysis, we do not endogenize the capital market. Similar to Sloan (1993), we model the stock price as an exogenous variable.
In our main analysis, we focus on the trade-off between accounting-based RPE contracts and the benefits of private hedging by the CEO. In Appendix B: Additional Analysis, we consider the more general setting where the BoD uses the stock price of the own firm in addition to accounting earnings for contracting with the CEO. We illustrate the conditions under which the results from the main analysis remain qualitatively the same.
Similarly, Chiappori et al. (1994) considers a setting where the principal can monitor the agent’s saving and borrowing in the capital market.
The index “†” denotes the case when the BoD chooses all parameters of the incentive contract.
The index “‡” denotes the case when a powerful CEO influences the design of the RPE contract.
The principal adjusts the fixed wage \( c_{0} \) to skim off any benefits to the CEO from distorting \( v_{p} \); the powerful CEO receives his reservation utility.
The results remain the same when the CEO sequentially chooses his hedging strategy, \( h \), and the incentive weight on the performance of the peer firm, \( v_{p} \).
When private hedging is personally costly for executives, e.g., due to wealth constraints, RPE and hedging might be used simultaneously to filter risk even though all performance metrics underlying the compensation contract are traded in the capital market (Garvey and Milbourn 2003).
References
Abernethy MA, Kuang YF, Qin B (2015) The influence of CEO power on compensation contract design. Account Rev 90(4):1265–1306
Adams R, Almeida H, Ferreira D (2005) Powerful CEOs and their impact on corporate performance. Rev Financ Stud 18(4):1403–1432
Aggarwal RK, Samwick AA (1999) Executive compensation, strategic competition, and relative performance evaluation: theory and evidence. J Finance 54(6):1999–2043
Albuquerque A (2009) Peer firms in relative performance evaluation. J Account Econ 48(1):69–89
Antle R, Smith A (1986) An empirical investigation of the relative performance evaluation of corporate executives. J Account Res 24(1):1–39
Asseburg H, Hofmann C (2009) Relative Performancebewertung und Produktmarktwettbewerb. Zeitschrift für Betriebswirtschaft 79(7):817–846
Ayres I, Bankman J (2001) Substitutes for insider trading. Stanf Law Rev 54(2):235–294
Bannister JW, Newman HA (2003) Analysis of corporate disclosures on relative performance evaluation. Account Horizons 17(3):235–246
Bannister JW, Newman HA, Weintrop J (2011) Tests for relative performance evaluation based on assumptions derived from proxy statement disclosures. Rev Quant Finance Account 37(2):127–148
Bebchuk LA, Fried JM (2004) Pay without performance. The unfulfilled promise of executive compensation. Harvard University Press, Cambridge, Massachusetts
Bettis JC, Coles JL, Lemmon ML (2000) Corporate policies restricting trading by insiders. J Financ Econ 57(2):191–220
Bushman RM, Indjejikian RJ (1993) Accounting income, stock price, and managerial compensation. J Account Econ 16(1–3):3–23
Chiappori P, Macho I, Rey P, Salanié B (1994) Repeated moral hazard: the role of memory, commitment, and the access to credit markets. Eur Econ Rev 38(8):1527–1553
Christensen PO, Feltham GA, Sabac F (2005) A contracting perspective on earnings quality. J Account Econ 39(2):265–294
Collins DW, Gong G, Li H (2009) Corporate governance and backdating of executive stock options. Contemp Account Res 26(2):403–445
Core J, Holthausen R, Larcker D (1999) Corporate governance, chief executive officer compensation, and firm performance. J Financ Econ 51(3):371–406
Dikolli SS, Hofmann C, Pfeiffer T (2013) Relative performance evaluation and peer-performance summarization errors. Rev Account Stud 18(1):34–65
Dikolli S, Diser V, Hofmann C, Pfeiffer T (2017) CEO power and relative performance evaluation. Contemp Account Res (forthcoming)
Dutta S, Reichelstein S (2005) Stock price, earnings, and book value in managerial performance measures. Account Rev 80(4):1069–1100
Dye RA, Sridhar SS (2016) Hedging executive compensation risk through investment banks. Account Rev 91(4):1109–1138
Feltham GA, Xie J (1994) Performance measure congruity and diversity in multi-task principal/agent relations. Account Rev 69(3):429–453
Gao H (2010) Optimal compensation contracts when managers can hedge. J Financ Econ 97(2):218–238
Garvey G, Milbourn T (2003) Incentive compensation when executives can hedge the market: evidence of relative performance evaluation in the cross section. J Finance 58(4):1557–1582
Gerakos J (2010) CEO pensions: disclosure, managerial power, and optimal contracting. Working paper, University of Chicago
Gibbons R, Murphy KJ (1990) Relative performance evaluation for chief executive officers. Ind Labor Relat Rev 43(3):30–51
Gong G, Li LY, Shin JY (2011) Relative performance evaluation and related peer groups in executive compensation contracts. Account Rev 86(3):1007–1043
Grinstein Y, Hribar P (2004) CEO compensation and incentives: evidence from M&A bonuses. J Financ Econ 73(1):119–143
Holmström B (1979) Moral hazard and observability. Bell J Econ 10(1):74–91
Hong JQ, Wu MG (2014) Market risk and correlated specific risks in relative performance evaluation. Working paper, Fudan University and University of Illinois at Urbana-Champaign
Janakiraman SN, Lambert RA, Larcker DF (1992) An empirical investigation of the relative performance evaluation hypothesis. J Account Res 30(1):53–69
Jin L (2002) CEO compensation, diversification, and incentives. J Financ Econ 66(1):29–63
Kim O, Suh Y (1993) Incentive efficiency of compensation based on accounting and market performance. J Account Econ 16(1–3):25–53
Lambert RA (1993) The use of accounting and security price measures of performance in managerial compensation contracts: a discussion. J Account Econ 16(1–3):101–123
Loureiro G, Makhija AK, Zhang D (2011) Why do some ceos work for a one-dollar salary? Working paper, University of Minho, Ohio State University, and Erasmus University Rotterdam
Maug E (2000) The relative performance puzzle. Schmalenbach Bus Rev 52(1):3–24
Morgenson G (2006) Peer pressure: inflating executive pay. New York Times, November 26
Morse A, Nanda V, Seru A (2011) Are incentive contracts rigged by powerful CEOs? J Finance 66(5):1779–1821
Murphy KJ (1999) Executive compensation. In: Ashenfelter OC, Card D (eds) Handbook of labor economics, vol 3. North Holland Publisher, Amsterdam, pp 2485–2563
Ozerturk S (2005) Managerial risk reduction, incentives and firm value. Econ Theory 27(3):523–535
Pirchegger B (2006) Hedge accounting incentives for cash flow hedges of forecasted transactions. Eur Account Rev 15(1):115–135
Sloan RG (1993) Accounting earnings and top executive compensation. J Account Econ 16(1–3):55–100
Wu MG (2014) Common vs. firm-specific risks in relative performance evaluation. Working paper, University of Illinois, Urbana-Champaign
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Appendices
Appendix A: Proofs
Proof of Observation 1
(i) If the BoD does not implement RPE and the CEO cannot privately hedge industry-specific risk, the “no RPE” constraint (5d) and the “no hedging” constraint (5e), \( h = 0 \), are binding. Substituting the “no RPE” constraint (5d), the “no hedging” constraint (5e), and the CEO’s action choice (3) into the BoD’s optimization problem (6) yields the BoD’s unconstrained optimization problem:
Differentiating the BoD’s unconstrained optimization problem with respect to \( v_{f} \) and solving the first-order condition gives the incentive weight on the firm performance, \( v_{f} \) in (7).
(ii) Substituting the “no hedging” constraint (5e) and the CEO’s action choice (3) into the BoD’s optimization problem (6) yields the BoD’s unconstrained optimization problem:
Differentiating the BoD’s unconstrained optimization problem with respect to \( v_{f} \) and \( v_{p} \) and solving the first-order conditions gives the incentive weight on the firm performance, \( v_{f}^{R} \) in (8a), and the incentive weight on the peer-firm performance, \( v_{p}^{R} \) in (8b). \( {\square } \)
Proof of Observation 2
(i) If the BoD does not implement RPE and the CEO privately hedges industry-specific risk, the CEO’s certainty equivalent is given by:
The CEO’s action choice follows as in (3).
Note that in perfect and competitive markets, the price the CEO pays for acquiring one share of the peer firm equals the expected value of the stock, \( \bar{x}_{p} + \mu_{p} \). The CEO chooses his hedging strategy to maximize the certainty equivalent in (15) considering the share price. The first-order condition with respect to \( h \) is given by:
Rearranging the first-order condition yields the CEO’s hedging strategy, \( h^{H} \) in (9b).Substituting the “no RPE” constraint (5d), the CEO’s action choice (3) and the CEO’s hedging strategy (9b) into the BoD’s optimization problem (6) yields the BoD’s unconstrained optimization problem:
Differentiating the BoD’s unconstrained optimization problem with respect to \( v_{f} \) and solving the first-order condition gives the incentive weight on the firm performance, \( v_{f}^{H} \) in (9a).
(ii) If the BoD implements RPE and the CEO privately hedges industry-specific risk, the CEO’s certainty equivalent is given by:
Analogous to part (i), differentiating the CEO’s certainty equivalent with respect to \( h \) and solving the first-order condition gives the CEO’s hedging strategy, \( h^{RH} \) in (10c).
Substituting the CEO’s action choice (3) and the CEO’s hedging strategy (10c) into the BoD’s optimization problem (6), differentiating with respect to \( v_{f} \) and \( v_{p} \) and solving the first-order conditions gives the incentive weight on the firm performance, \( v_{f}^{RH} \) in (10a), and the incentive weight on the peer-firm performance, \( v_{p}^{RH} \) in (10b). \( {\square } \)
Proof of Observation 3
The first part of Observation 3 follows from considering the first derivative of the CEO’s hedging strategy, \( h^{RH} \) in (10c), with respect to the incentive weight on the peer-firm performance, \( v_{p}^{RH} \) in (10b):
The second part of Observation 3 follows from comparing the firm value when RPE as well as private hedging by the CEO are used to reduce industry-specific risk in CEO compensation with firm value when the BoD implements RPE and firm value when the CEO privately hedges industry-specific risk. The difference of the firm value when RPE as well as private hedging by the CEO are used and firm value when the BoD solely implements RPE follows from:
This term is larger than zero if \( r > 0 \). The difference of the firm value when RPE as well as private hedging by the CEO are used and firm value when the CEO privately hedges industry-specific risk follows from:
This term is larger than zero if \( r > 0 \). \( {\square } \)
Proof of Observation 4
If the BoD implements RPE and the CEO cannot privately hedge industry-specific risk, the CEO’s certainty equivalent is given by:
The CEO’s action choice follows as in (3). Further, differentiating the CEO’s certainty equivalent with respect to the incentive weight on the peer-firm performance, \( v_{p} \), and solving the first-order condition yields the incentive weight on the peer-firm performance, \( v_{p}^{{{{\ddag }}R}} \) in (11b). Substituting the “no hedging” constraint in (5e), \( h = 0 \), the CEO’s action choice (3) and the CEO’s choice of the incentive weight on the peer-firm performance into the BoD’s optimization problem (6) yields the BoD’s unconstrained optimization problem:
Differentiating the BoD’s unconstrained optimization problem with respect to \( v_{f} \) and solving the first-order condition gives the incentive weight on firm performance, \( v_{f}^{{{{\ddag }}R}} \) in (11a). \( {\square } \)
Proof of Proposition 1
If the BoD implements RPE and the CEO privately hedges industry-specific risk, the CEO’s certainty equivalent is given in (18). The CEO’s action choice follows as in (3). Differentiating the CEO’s certainty equivalent in (18) with respect to the incentive weight on the peer-firm performance, \( v_{p} \), and the CEO’s hedging strategy, \( h \), and solving the first-order conditions yields the incentive weight on the peer-firm performance, \( v_{p}^{{{{\ddag }}RH}} \) in (12b), and the CEO’s hedging strategy, \( h^{{{{\ddag }}RH}} \) in (12c).
Substituting the CEO’s action choice (3), the CEO’s hedging strategy (12c) and the CEO’s choice of the incentive weight on the peer-firm performance (12b) into the BoD’s optimization problem (6), differentiating with respect to \( v_{f} \) and solving the first-order condition gives the incentive weight on firm performance, \( v_{f}^{{{{\ddag }}RH}} \) in (12a). \( {\square } \)
Proof of Proposition 2
When the CEO cannot privately hedge industry-specific risk, the BoD implements RPE if:
The condition is satisfied if
When the CEO privately hedges industry-specific risk, the BoD implements RPE if:
The condition is satisfied if:
With \( r > 0 \), \( \mu_{p}^{\Delta R} \) is larger than \( \mu_{p}^{\Delta R|H} \). \( {\square } \)
Proof of Proposition 3
When the BoD implements RPE in the presence of a powerful CEO, the BoD benefits from private hedging by the CEO if:
With \( r > 0 \), this term is larger than zero if, and only if, \( \mu_{p} < \mu_{p}^{\Delta H|R} \), with
The threshold \( \mu_{p}^{\Delta H|R} \) is increasing in the accrual noise of earnings, i.e., \( \frac{{\partial \mu_{p}^{\Delta H|R} }}{{\partial \left( {\sigma_{\eta }^{2} } \right)}} > 0 \). \( {\square } \)
Proof of Proposition 4
The BoD prefers to implement RPE only when (i) \( \varPi^{{{{\ddag }}R}} > \varPi^{{{{\ddag }}H}} \) and (ii) \( \varPi^{{{{\ddag }}R}} > \varPi^{{{{\ddag }}RH}} \). Rearranging the two conditions yields a range for the expected performance of the peer-firm, \( \mu_{p} \), \( \mu_{p}^{\Delta H|R} < \mu_{p} < \mu_{p}^{R - H} \), for which implementation of RPE only maximizes firm value. The thresholds are given in (29) and:
From (30), \( \varPi^{{{{\ddag }}H}} > \varPi^{{{{\ddag }}R}} \) for all \( \mu_{p} \) if \( \sigma_{\eta }^{2} > \sigma_{m}^{2} \).
The BoD prefers to implement RPE and private hedging by the CEO when (i) \( \varPi^{{{{\ddag }}RH}} > \varPi^{{{{\ddag }}H}} \) and (ii) \( \varPi^{{{{\ddag }}RH}} > \varPi^{{{{\ddag }}R}} \). Rearranging yields two conditions, \( \mu_{p} < \mu_{p}^{\Delta H|R} \) and \( \mu_{p} < \mu_{p}^{\Delta R|H} \), where \( \mu_{p}^{\Delta R|H} \) is given by (27).
The BoD prefers private hedging by the CEO when (i) \( \varPi^{{{{\ddag }}H}} > \varPi^{{{{\ddag }}RH}} \) and (ii) \( \varPi^{{{{\ddag }}H}} > \varPi^{{{{\ddag }}R}} \). Rearranging yields conditions \( \mu_{p} > \mu_{p}^{\Delta R|H} \) and \( \mu_{p} > \mu_{p}^{R - H} \). \( {\square } \)
Appendix B: Additional analysis
In this appendix, we consider a more general setting where shares of both firms are traded in the capital market and the stock prices of the two firms are differentially affected by market risk. We show that our main results hold qualitatively if the BoD uses the stock price of the own firm in addition to accounting earnings for contracting with the CEO.
Assume in the following that the stock price of the firm \( f \) and the stock price of the peer firm \( p \) are given by
where \( \beta_{f} \) (\( \beta_{p} \)) denotes the impact of market risk on the performance of firm \( f \) (peer firm \( p \)).
To provide the CEO with incentives to exert effort, the BoD uses the accounting earnings and the stock price of the own firm. Further, in order to reduce the CEO’s exposure to compensation risk, the BoD can implement an RPE contract using accounting earnings of the peer firm as a benchmark. The contract offered by the BoD specifies the fixed wage, \( c_{0} \), the incentive weight on the firm’s accounting earnings, \( v_{f} \), the incentive weight on the firm’s stock price, \( v_{m} \), and the incentive weight on the accounting earnings of the peer firm, \( v_{p} \). Thus, the CEO’s compensation is given by
If the CEO can trade in the stock of the peer firm, his wealth reflects the compensation and the proceedings from his hedging strategy, \( c(y_{f} ,P_{f} ,y_{p} ) + h(P_{p} - (\bar{x}_{p} + \mu_{p} )) \).
If the BoD determines all parameters of the compensation contract, Fig. 5 shows the firm value depending on the accrual noise in the accounting benchmark for three cases: when (1) the BoD filters industry-specific risk using RPE, (2) the CEO privately hedges industry-specific risk, and (3) when the BoD implements RPE and allows private hedging by the CEO.
The result illustrated by Fig. 5 is similar to the setting where the BoD solely uses accounting earnings to compensate the CEO. In particular, the BoD prefers to implement RPE and to allow private hedging by the CEO through trading in the stock of the peer firm. This result holds even if the firm’s and the peer firm’s exposure to market risk differs. In the extreme case where the stock prices of the firm and the peer firm are identically affected by market risk, market risk can be completely filtered out by the CEO through trading in the stock of the peer firm. In this case, the BoD does not implement RPE and the CEO privately manages compensation risk.
If the CEO has the power to influence the design of his RPE contract and chooses the incentive weight on the performance of the peer firm, the BoD is less likely to use RPE. Figure 6 shows the threshold for the use of RPE if a powerful CEO can or cannot hedge market risk. Figure 6 corresponds to Fig. 2 and shows that the principal implements RPE when the expected performance of the peer firm is small.
Figure 7 illustrates the finding that in the presence of a powerful CEO, the BoD does not necessarily prefer the CEO to privately hedge market risk. Similar to the main setting, the BoD restricts private hedging by the CEO if the expected performance of the peer firm is above a threshold, where the threshold is increasing in the accounting earnings’ noise. Figure 7 corresponds to Fig. 3 and shows that the principal allows private hedging by the CEO when the expected performance of the peer firm is small.
Finally, Fig. 8 illustrates the trade-offs faced by the BoD in the presence of a powerful CEO who is able to trade in the stock of the peer firm. Similar to the main setting presented in Fig. 4, depending on \( \mu_{p} \) and \( \sigma_{\eta }^{2} \), the BoD implements RPE, allows the CEO to privately hedge market risk, or uses both instruments to reduce the CEO’s compensation risk.
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Diser, V., Hofmann, C. Hedging and accounting-based RPE contracts for powerful CEOs. J Bus Econ 88, 941–970 (2018). https://doi.org/10.1007/s11573-018-0907-7
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DOI: https://doi.org/10.1007/s11573-018-0907-7