IDEAS home Printed from https://ideas.repec.org/a/bla/jfnres/v45y2022i4p759-795.html
   My bibliography  Save this article

Director reputational penalties when shareholders disapprove of executive compensation

Author

Listed:
  • Mary Elizabeth Badgett
  • Kelly R. Brunarski
  • T. Colin Campbell
  • Yvette S. Harman

Abstract

We investigate the reputational consequences for directors of firms that receive a low‐support Say‐on‐Pay (SOP) vote. These affected directors face a significantly greater likelihood of losing board seats, both at the voting firm and in the external labor market. However, penalties are not equal for all directors. Directors who serve on compensation committees and at firms with high chief executive officer pay suffer internal penalties. Both internal and external penalties affect directors of low‐support firms with high executive entrenchment. Compensation committee members serving low‐support firms are more likely to receive a negative reelection recommendation from Institutional Shareholder Services and fewer votes for reelection, at both voting and external firms. We provide the first evidence of external labor market penalties when directors fail to align executive compensation contracting with shareholder preferences. Our findings suggest that nonbinding SOP votes provide shareholders with a mechanism to influence director incentives and, therefore, executive compensation.

Suggested Citation

  • Mary Elizabeth Badgett & Kelly R. Brunarski & T. Colin Campbell & Yvette S. Harman, 2022. "Director reputational penalties when shareholders disapprove of executive compensation," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 45(4), pages 759-795, December.
  • Handle: RePEc:bla:jfnres:v:45:y:2022:i:4:p:759-795
    DOI: 10.1111/jfir.12295
    as

    Download full text from publisher

    File URL: https://doi.org/10.1111/jfir.12295
    Download Restriction: no

    File URL: https://libkey.io/10.1111/jfir.12295?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    References listed on IDEAS

    as
    1. Stephen P. Ferris & Murali Jagannathan & A. C. Pritchard, 2003. "Too Busy to Mind the Business? Monitoring by Directors with Multiple Board Appointments," Journal of Finance, American Finance Association, vol. 58(3), pages 1087-1111, June.
    2. Ertimur, Yonca & Ferri, Fabrizio & Maber, David A., 2012. "Reputation penalties for poor monitoring of executive pay: Evidence from option backdating," Journal of Financial Economics, Elsevier, vol. 104(1), pages 118-144.
    3. Jonathan M. Karpoff & D. Scott Lee & Gerald S. Martin, 2014. "The Consequences to Managers for Financial Misrepresentation," Springer Books, in: Roberto Pietra & Stuart McLeay & Joshua Ronen (ed.), Accounting and Regulation, edition 127, chapter 0, pages 339-375, Springer.
    4. Campbell, T. Colin & Galpin, Neal & Johnson, Shane A., 2016. "Optimal inside debt compensation and the value of equity and debt," Journal of Financial Economics, Elsevier, vol. 119(2), pages 336-352.
    5. Core, John E. & Guay, Wayne & Larcker, David F., 2008. "The power of the pen and executive compensation," Journal of Financial Economics, Elsevier, vol. 88(1), pages 1-25, April.
    6. Lian Fen Lee & Alvis K. Lo, 2016. "Do Opinions on Financial Misstatement Firms Affect Analysts’ Reputation with Investors? Evidence from Reputational Spillovers," Journal of Accounting Research, Wiley Blackwell, vol. 54(4), pages 1111-1148, September.
    7. Brunarski, Kelly R. & Campbell, T. Colin & Harman, Yvette S., 2015. "Evidence on the outcome of Say-On-Pay votes: How managers, directors, and shareholders respond," Journal of Corporate Finance, Elsevier, vol. 30(C), pages 132-149.
    8. Lucian Bebchuk & Alma Cohen & Allen Ferrell, 2009. "What Matters in Corporate Governance?," The Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 783-827, February.
    9. Fischer, Paul E. & Gramlich, Jeffrey D. & Miller, Brian P. & White, Hal D., 2009. "Investor perceptions of board performance: Evidence from uncontested director elections," Journal of Accounting and Economics, Elsevier, vol. 48(2-3), pages 172-189, December.
    10. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2013. "Shareholder Votes and Proxy Advisors: Evidence from Say on Pay," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 951-996, December.
    11. Yanmin Gao & Jeong-Bon Kim & Desmond Tsang & Haibin Wu, 2017. "Go before the whistle blows: an empirical analysis of director turnover and financial fraud," Review of Accounting Studies, Springer, vol. 22(1), pages 320-360, March.
    12. Jay C. Hartzell & Laura T. Starks, 2003. "Institutional Investors and Executive Compensation," Journal of Finance, American Finance Association, vol. 58(6), pages 2351-2374, December.
    13. Suraj Srinivasan, 2005. "Consequences of Financial Reporting Failure for Outside Directors: Evidence from Accounting Restatements and Audit Committee Members," Journal of Accounting Research, Wiley Blackwell, vol. 43(2), pages 291-334, May.
    14. repec:bla:jfinan:v:58:y:2003:i:3:p:1087-1112 is not listed on IDEAS
    15. Heron, Randall A. & Lie, Erik, 2007. "Does backdating explain the stock price pattern around executive stock option grants?," Journal of Financial Economics, Elsevier, vol. 83(2), pages 271-295, February.
    16. Fos, Vyacheslav & Tsoutsoura, Margarita, 2014. "Shareholder democracy in play: Career consequences of proxy contests," Journal of Financial Economics, Elsevier, vol. 114(2), pages 316-340.
    17. Karpoff, Jonathan M. & Lee, D. Scott & Martin, Gerald S., 2008. "The Cost to Firms of Cooking the Books," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 43(3), pages 581-611, September.
    18. Fich, Eliezer M. & Shivdasani, Anil, 2007. "Financial fraud, director reputation, and shareholder wealth," Journal of Financial Economics, Elsevier, vol. 86(2), pages 306-336, November.
    19. Morgan, Angela & Poulsen, Annette & Wolf, Jack, 2006. "The evolution of shareholder voting for executive compensation schemes," Journal of Corporate Finance, Elsevier, vol. 12(4), pages 715-737, September.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Lindsay Baran & Silu Cheng, 2024. "Director awards and board effectiveness," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 64(1), pages 41-73, March.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Ertimur, Yonca & Ferri, Fabrizio & Maber, David A., 2012. "Reputation penalties for poor monitoring of executive pay: Evidence from option backdating," Journal of Financial Economics, Elsevier, vol. 104(1), pages 118-144.
    2. Balachandran, Balasingham & Williams, Barry, 2018. "Effective governance, financial markets, financial institutions & crises," Pacific-Basin Finance Journal, Elsevier, vol. 50(C), pages 1-15.
    3. Lai Van Vo & Huong Thi Thu Le & Youngbin Kim, 2023. "Board interlocks, career prospects and corporate social responsibility," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 63(4), pages 4565-4595, December.
    4. Camelia M. Kuhnen & Alexandra Niessen, 2012. "Public Opinion and Executive Compensation," Management Science, INFORMS, vol. 58(7), pages 1249-1272, July.
    5. Badolato, Patrick G. & Donelson, Dain C. & Ege, Matthew, 2014. "Audit committee financial expertise and earnings management: The role of status," Journal of Accounting and Economics, Elsevier, vol. 58(2), pages 208-230.
    6. Brochet, Francois & Srinivasan, Suraj, 2014. "Accountability of independent directors: Evidence from firms subject to securities litigation," Journal of Financial Economics, Elsevier, vol. 111(2), pages 430-449.
    7. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2018. "Understanding Uncontested Director Elections," Management Science, INFORMS, vol. 64(7), pages 3400-3420, July.
    8. Kathy Fogel & Liping Ma & Randall Morck, 2021. "Powerful independent directors," Financial Management, Financial Management Association International, vol. 50(4), pages 935-983, December.
    9. Miller, Darius, 2018. "Discussion of “Managing reputation: Evidence from biographies of corporate directors✰," Journal of Accounting and Economics, Elsevier, vol. 66(2), pages 470-475.
    10. Frederick L. Bereskin & Clifford W. Smith Jr., 2014. "Mechanisms of Board Turnover: Evidence From Backdating," Journal of Applied Corporate Finance, Morgan Stanley, vol. 26(2), pages 65-78, June.
    11. Sander De Groote & Liesbeth Bruynseels & Ann Gaeremynck, 2023. "Are All Directors Treated Equally? Evidence from Director Turnover Following Opportunistic Insider Selling," Journal of Business Ethics, Springer, vol. 185(1), pages 185-207, June.
    12. Dou, Ying, 2017. "Leaving before bad times: Does the labor market penalize preemptive director resignations?," Journal of Accounting and Economics, Elsevier, vol. 63(2), pages 161-178.
    13. Kuang, Yu Flora & Qin, Bo & Yang, Xing, 2023. "We are under attack: Terrorist attacks and director turnover," The British Accounting Review, Elsevier, vol. 55(5).
    14. Ferri, Fabrizio & Oesch, David, 2013. "Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay," Working Papers on Finance 1329, University of St. Gallen, School of Finance.
    15. Lindsay Baran & Silu Cheng, 2024. "Director awards and board effectiveness," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 64(1), pages 41-73, March.
    16. Murali Jagannathan & Srinivasan Krishnamurthy & Joshua Spizman, 2021. "Board committees and director departures," The Financial Review, Eastern Finance Association, vol. 56(4), pages 619-644, November.
    17. Danial Hemmings & Lynn Hodgkinson & Gwion Williams, 2020. "It's OK to pay well, if you write well: The effects of remuneration disclosure readability," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 47(5-6), pages 547-586, May.
    18. Ng, Lilian & Sibilkov, Valeriy & Wang, Qinghai & Zaiats, Nataliya, 2011. "Does shareholder approval requirement of equity compensation plans matter?," Journal of Corporate Finance, Elsevier, vol. 17(5), pages 1510-1530.
    19. Colonnelli, Emanuele & Lagaras, Spyridon & Ponticelli, Jacopo & Prem, Mounu & Tsoutsoura, Margarita, 2022. "Revealing corruption: Firm and worker level evidence from Brazil," Journal of Financial Economics, Elsevier, vol. 143(3), pages 1097-1119.
    20. Bernile, Gennaro & Jarrell, Gregg A., 2009. "The impact of the options backdating scandal on shareholders," Journal of Accounting and Economics, Elsevier, vol. 47(1-2), pages 2-26, March.

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:bla:jfnres:v:45:y:2022:i:4:p:759-795. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Wiley Content Delivery (email available below). General contact details of provider: https://edirc.repec.org/data/sfaaaea.html .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.