Founders Directors: Better Board Monitoring

Feng Li and Suraj Srinivasan examine CEO compensation, CEO retention policies, and M&A decisions in firms where founders serve as a director with a non-founder CEO (founder-director firms). They find that founder-director firms offer a different mix of incentives to their CEOs than other firms. Pay for performance sensitivity for non-founder CEOs in founder-director firms is higher and the level of pay is lower than that of other CEOs. CEO turnover sensitivity to firm performance is also significantly higher in founder-director firms compared to non-founder firms. Bottom-Line: Boards with founder-directors provide more high powered incentives in the form of pay and retention policies than the average U.S. board. Stock returns around M&A announcements and board attendance are also higher in founder-director firms compared to non-founder firms.  (SSRN-Corporate Governance When Founders are Directors by Feng Li, Suraj Srinivasan, 1/8/2011)

CEOs in founder-director companies have higher pay-for-performance sensitivity (PPS) than CEOs in non-founder firms. For non-founder firms, the average CEO’s annual total compensation including the change in value of stock and option holdings increases by about $5.20 for a $1,000 increase in the market value of the firm. For firms with a founder-director the additional PPS is $2.24. In addition, after controlling for other economic determinants of pay level, CEOs of founder-director firms receive lower pay than CEOs in non-founder firms. We interpret this as lower excess pay due to better governance in these firms (Core et al., 1999). In terms of economic magnitude, CEOs of founder-director firms, on average, receive $329,000 less than CEOs of non-founder firms in annual compensation after controlling for other economic determinants of pay.

Second, CEOs in founder-director firms are more likely than those in non-founder firms to be replaced for poor performance. A decline in performance from the top to bottom decile in performance increases the likelihood of a forced CEO turnover by almost 8.3% more in founder-director firms compared to non-founder firms. Lastly, we find that the three-day M&A announcement return is 1.29 % higher for founder-director firms than other firms…

Results suggest that the founder’s role extends to more effective board level monitoring and not just to superior executive performance as documented in prior research. The higher PPS, lower excess compensation, and higher turnover-performance sensitivity are uniquely associated with founder-directors.

, , , , , , ,

Comments are closed.

Powered by WordPress. Designed by WooThemes