Managers’ stock-based compensation and disclosures of high proprietary cost information

Purpose - The purpose of this study is to examine whether chief executive officers’ (CEOs’) stock-based compensation has any relationship with disclosure of high proprietary information. Design/methodology/approach - Drawing on agency and proprietary cost theory, this study examines whether compensating CEOs based on equity value through the grants of stock option and restricted stock will affect different firms with high proprietary costs versus general costs of disclosures. The authors further explore the cross-sectional variation on the relationship between stock-based compensation and disclosures of high proprietary cost information. In particular, the authors examine certain circumstances under which stock-based compensation has a stronger effect in discouraging managers to make disclosures of product-related information. This study conducts an empirical investigation on the relationship by using hand-collected data on the product-related disclosures of biotechnology firms and by developing new disclosure indices to capture the product developments in the preclinical and clinical stages. Findings - The authors find that on average, managers’ stock-based compensation does not have any significant relationship with the proxy of high proprietary disclosure index. More importantly, the authors find that managers with more equity-based compensation (in the total pay) make fewer disclosures of high proprietary cost information when they have a stronger need to protect such information. Specifically, the authors find a negative relationship between equity-based compensation and managers’ disclosure of high proprietary cost information when their firms’ product development is in early stage, when the corporate board mainly consists of directors with lack of sufficient knowledge on technology, and when firms are a leader in an industry in terms of market share. Research limitations/implications - The authors acknowledge two limitations of the current study. First, the authors cannot completely rule out the possibility that the results are still subject to endogeneity issues such as reverse causality or omitted correlated variables even though the authors control for other important variables that affect disclosures and granting of stock-based compensation (including firm size, leverage, analyst following, institutional ownership and corporate governance) and use the lagged variable of stock-based compensation in the regression model. Second, given that the authors examine a small sample (only 10 per cent of firms in the biotechnology industry) due to the required hand-collection of product-related information, the generalizability of the results may be limited. Originality/value - The study contributes to the literature in two important ways. First, the findings can add to the literature on the effect of stock-based compensation on managers’ disclosures. While previous studies suggest that compensating via stock options and restricted stocks can incentivize managers in enhancing firm disclosures in general (e.g. Nagaret al.,2003), the authors provide evidence suggesting that it may not always be the case. When disclosing information involves high proprietary cost, stock-based compensation can sometimes motivate managers not to reveal information. The study also complementsErkens (2011), who finds that firms offer stock-based compensation to their managers as an attempt to prevent the leakage of research and development (R&D)-related information to competitors. Second, the study can contribute to the extant literature that examines the importance of proprietary costs on firms’ disclosure decisions. The authors attempt to respond to the call for more research in this area (Beyeret al., 2010) by focusing on one specific industry, the biotech industry and by using a novel proxy for the proprietary costs based on the stage of product development for a drug-related product in that industry. As it has been challenging for researchers to properly measure proprietary costs of disclosures, the setting of the biotech industry provides a particularly strong empirical identification to potentially pinpoint the proprietary costs.