Abstract
The say-on-pay (SOP) regulation in the Dodd-Frank Act (Public L. no. 111–203, H.R. 4173 2010) requires publicly-traded U.S. firms to hold a nonbinding, advisory shareholder vote on executive compensation. Advocates claim that SOP voting gives shareholders a mechanism to hold managers and boards more accountable. Critics contend that SOP votes may simplistically reflect shareholders’ reactions to the overall value of CEO compensation or the firm’s net income. However, based on prior research, we contend that market participants’ SOP votes are likely to consider current income attributes. For example, the market punishes firms that do not meet or beat benchmarks such as analyst earnings expectations, and that shareholders scrutinize the quality of the income sources of firms that consistently meet/beat analyst expectations. We thus expect that more shareholders will provide ‘agree’ SOP votes for a firm that consistently meets/beats analyst forecasts and does so when net income does not include (rather than includes) nonrecurring gains. Further, we consider whether perceptions about the fairness of CEO compensation play a mediating role in the relationship between the interaction of these two current income attributes and SOP votes. Results from an experiment using evening MBA students as participants indicates that the two current income attributes significantly interact with respect to the percentage of agree SOP votes, and that compensation fairness perceptions fully mediate this relationship. Further, the mediating effect of compensation fairness perceptions is robust to including CEO-level and other determinants found in prior research. We conclude with a discussion of our findings and their implications for public policy and research.
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Matteo Tonello and Stephan Robimov, “The 2010 Institutional Investment Report: Trends in Asset Allocation and Portfolio Composition,” published by the Conference Board (November 2010). Available at http://www.conference-board.org/publications/publicationdetail.cfm?publicationid=1872.
In 2012, 515 firms solicited votes from their nonprofessional investors, up from 163 firms in 2011. In 2011, 91 % of votes cast by nonprofessional investors were agree SOP votes, compared to 86 % of votes cast by institutional investors (Chasan 2013).
See Yermack (2010) for a review of shareholding voting opportunities. Prior research generally finds that company-initiated ratifications of incentive compensation plans (in compliance with exchange listing and/or tax regulations) generate higher negative votes (Gillan 2001; Martin and Thomas 2005); that negative votes are increasing in dilutions levels (Morgan and Poulsen 2001), broker votes (Bethel and Gillan 2002), involvement of proxy advisors (Morgan et al. 2006), and measures for excessive pay (Cai and Walkling 2011); and that negative votes are associated with subsequent reductions in stock option plans. Relatedly, shareholder votes against reelecting directors who are members of the board’s executive compensation committee are associated with lower CEO compensation levels (e.g., Cai et al. 2009; Fischer et al. 2009).
The SOP voting mandate is not unique to the U.S. For example, the Remuneration Report Regulations in 2002 in the U.K. required listed companies to produce a detailed annual directors’ remuneration report and to hold a nonbinding, majority shareholder vote on the directors’ remuneration report.
Our study differs from Kaplan et al. (2015) in three key ways. First, we examine economic factors that impact SOP votes rather than governance factors. In particular, Kaplan et al. (2015, 114) indicate that “…further research should consider economically based sources.” Second, we manipulate firm-level factors that impact SOP votes rather than CEO-level factors. Third, we directly tease out the financial performance construct by varying the firm’s two income attributes rather than indirectly capturing the reporting performance construct by varying the favorability of a news story from the business press. Indeed, Kaplan et al. (2015, 109) state that because “CEO Reputation for financial reporting is a relatively broad concept and likely includes a variety of factors, this manipulation included several factors…”
Specifically, Koh et al. (2008) find that after the find that after the accounting scandals in the early 2000s, the stock market rewards diminished for firms meeting or beating analyst forecasts. These authors suggest that the decline in premium may be due to an increase in investor skepticism about how firms manage to meet or beat analyst expectations. This investor response is consistent with Jensen (2006), who attributes the scandals to corporate managers, which in turn lead investors to more closely scrutinize the integrity of published reports produced by these corporate managers. This investor response is also consistent with Jensen et al. (2004) and Graham et al. (2005), who argue that because of market pressures and penalties for missing earnings expectations, managers feel pressure to manage earnings and/or manage expectations. As a result, investors will question the quality of income sources especially when a firm meets or beats analyst forecasts.
Following Kaplan et al. (2015), some disclosures are arguably proprietary and also voluntary rather than mandated. Thus, while our experiment explicitly states the two key objectives typically provided by firms, the experiment is silent on the company-specific performance goals, whether the CEO met those goals and the names of the peer firms. That said, firms do typically provide benchmarking information about their executive compensation package relative to a peer group, so do we include this detail in our experimental materials. Further, the experimental materials state that the CEO’s compensation is above the median of the peer group to indicate that this firm pays their CEO a competitive package that is comparable to its peer group, and hence reflective of the CEO’s relative talent and value that they bring to the firm (Albuquerque et al. 2013).
This sequence and set of disclosures is aimed at mimicking the typical events leading up to the SOP vote so as to increase the generalizability of our results. At the year-end earnings release date, shareholders obtain information about the firm’s overall financial performance (Form 8-K) and as a result, whether the fourth-quarter earnings met or missed the analyst forecast. Then, at the annual report release date, shareholders obtain details about the firm’s income sources (Form 10-K). Then, at the proxy statement release date, shareholders obtain CEO pay and peer firm information (Form DEF 14A). Then, at or around the annual shareholder meeting, shareholders cast their SOP votes. As such, it is only after the proxy statement release date that shareholders can use the available information to form their distributive fairness perceptions about CEO compensation. Importantly, it is also at this date that the ECC discloses how they have changed, if at all, the CEO’s pay as a result of meeting or missing analysts’ expectations (Matsunaga and Park 2001), so it is only at this date that shareholders can use this information to form their procedural fairness perceptions about CEO compensation. We consider distributive and procedural fairness as two underlying components of compensation fairness perceptions in the additional analysis section below.
The effects of distributive fairness and procedural fairness are further discussed and analyzed in the additional analysis section.
Untabulated analysis indicates no systematic demographic differences between the participants who failed either or both of the manipulation check questions and those participants who passed except for the (self-reported) ability to understand financial reporting and the number of accounting courses. Adding these two variables to our analysis does not inferentially change our main results.
As an additional analysis, we also conducted planned contrasts (Buckless and Ravenscroft 1990). Based on the pattern of results predicted under H1, the all quarters/without recurring gains cell condition was coded as +3, and the other three cell conditions were each coded as −1. These weights recognize that the percentage of agree SOP votes will be higher in one cell compared to the remaining three cells, and that the percentage of agree SOP votes in the remaining three cells are expected to be similar. Untabulated results indicate that the planned contrast is significant (contrast = 5.81, z = 3.42, p = 0.001, one-tailed), which is consistent with H1.
We use the mediation model framework [i.e., Baron and Kenny (1986), Kenny et al. (1998), Shrout and Bolger (2002); Frazier et al. (2004)] and apply the Preacher and Hayes (2004) alternative tests for indirect effects. Results are inferentially similar using alternative mediation tests (Sobel 1982; Sobel 1986; Muller et al. 2005).
As an additional analysis, we again conducted planned contrasts. Based on the pattern of results predicted under H2, the all quarters/without recurring gains cell condition was coded as +3, and the other three cell conditions were each coded as −1. These weights recognize that perceived fairness will be higher in one cell compared to the remaining three cells, and that perceived fairness in the remaining three cells are generally expected to be similar. Untabulated results indicate that the planned contrast is significant (contrast = 1.89, z = 1.70, p = 0.05, one-tailed), which is consistent with H2.
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Appendices
Appendix: Say-on-Pay Judgment, Compensation Fairness Perceptions, Management Credibility Assessments, and Investment Viability Beliefs
Say-on-Pay Judgment, Future Performance Prospects Assessments, Compensation Fairness Perceptions, and Investment Viability Beliefs
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Kaplan, S.E., Zamora, V.L. The Effects of Current Income Attributes on Nonprofessional Investors’ Say-on-Pay Judgments: Does Fairness Still Matter?. J Bus Ethics 153, 407–425 (2018). https://doi.org/10.1007/s10551-016-3315-3
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DOI: https://doi.org/10.1007/s10551-016-3315-3