IDEAS home Printed from https://ideas.repec.org/a/inm/ormnsc/v63y2017i1p114-138.html
   My bibliography  Save this article

Determinants and Trading Performance of Equity Deferrals by Corporate Outside Directors

Author

Listed:
  • Francesca Franco

    (London Business School, London NW1 4SA, United Kingdom)

  • Christopher D. Ittner

    (The Wharton School, University of Pennsylvania, Philadelphia, Pennsylvania 19104)

  • Oktay Urcan

    (University of Illinois at Urbana–Champaign, Champaign, Illinois 61820)

Abstract

This study investigates the determinants and trading performance of outside directors’ equity deferrals, which represent the choice to convert part or all of their annual cash compensation into deferred company stock. Using a large sample of S&P 1500 firms that allowed directors to defer their cash fees into equity between 1999 and 2009, we find significant associations between equity deferral choices and specific features of the director compensation plans, proxies for directors’ outside wealth diversification, and future firm stock market performance. Trading performance analyses indicate that outside directors earn substantial abnormal returns from their deferrals, with a significant proportion of the deferral transactions occurring during blackout periods. These results are consistent with companies structuring director equity deferral plans to circumvent U.S. Securities and Exchange Commission Rule 10b-5’s trading restrictions.

Suggested Citation

  • Francesca Franco & Christopher D. Ittner & Oktay Urcan, 2017. "Determinants and Trading Performance of Equity Deferrals by Corporate Outside Directors," Management Science, INFORMS, vol. 63(1), pages 114-138, January.
  • Handle: RePEc:inm:ormnsc:v:63:y:2017:i:1:p:114-138
    DOI: 10.1287/mnsc.2015.2332
    as

    Download full text from publisher

    File URL: https://doi.org/10.1287/mnsc.2015.2332
    Download Restriction: no

    File URL: https://libkey.io/10.1287/mnsc.2015.2332?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. Smith, Clifford Jr. & Watts, Ross L., 1992. "The investment opportunity set and corporate financing, dividend, and compensation policies," Journal of Financial Economics, Elsevier, vol. 32(3), pages 263-292, December.
    2. Eaton, Jonathan & Rosen, Harvey S, 1983. "Agency, Delayed Compensation, and the Structure of Executive Remuneration," Journal of Finance, American Finance Association, vol. 38(5), pages 1489-1505, December.
    3. Enrichetta Ravina & Paola Sapienza, 2010. "What Do Independent Directors Know? Evidence from Their Trading," NBER Chapters, in: Corporate Governance, National Bureau of Economic Research, Inc.
    4. Ryan, Harley Jr. & Wiggins, Roy III, 2004. "Who is in whose pocket? Director compensation, board independence, and barriers to effective monitoring," Journal of Financial Economics, Elsevier, vol. 73(3), pages 497-524, September.
    5. Bettis, J. C. & Coles, J. L. & Lemmon, M. L., 2000. "Corporate policies restricting trading by insiders," Journal of Financial Economics, Elsevier, vol. 57(2), pages 191-220, August.
    6. Eliezer M. Fich & Anil Shivdasani, 2005. "The Impact of Stock-Option Compensation for Outside Directors on Firm Value," The Journal of Business, University of Chicago Press, vol. 78(6), pages 2229-2254, November.
    7. Ying Cao & Dan Dhaliwal & Zengquan Li & Yong George Yang, 2015. "Are All Independent Directors Equally Informed? Evidence Based on Their Trading Returns and Social Networks," Management Science, INFORMS, vol. 61(4), pages 795-813, April.
    8. Daniel, Kent, et al, 1997. "Measuring Mutual Fund Performance with Characteristic-Based Benchmarks," Journal of Finance, American Finance Association, vol. 52(3), pages 1035-1058, July.
    9. Demsetz, Harold & Lehn, Kenneth, 1985. "The Structure of Corporate Ownership: Causes and Consequences," Journal of Political Economy, University of Chicago Press, vol. 93(6), pages 1155-1177, December.
    10. Paul Gompers & Joy Ishii & Andrew Metrick, 2003. "Corporate Governance and Equity Prices," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 118(1), pages 107-156.
    11. Lakonishok, Josef & Lee, Inmoo, 2001. "Are Insider Trades Informative?," The Review of Financial Studies, Society for Financial Studies, vol. 14(1), pages 79-111.
    12. Erik Lie, 2005. "On the Timing of CEO Stock Option Awards," Management Science, INFORMS, vol. 51(5), pages 802-812, May.
    13. Yermack, David, 1995. "Do corporations award CEO stock options effectively?," Journal of Financial Economics, Elsevier, vol. 39(2-3), pages 237-269.
    14. Alan D. Jagolinzer, 2009. "SEC Rule 10b5-1 and Insiders' Strategic Trade," Management Science, INFORMS, vol. 55(2), pages 224-239, February.
    15. Core, John & Guay, Wayne, 1999. "The use of equity grants to manage optimal equity incentive levels," Journal of Accounting and Economics, Elsevier, vol. 28(2), pages 151-184, December.
    16. Kallunki, Juha-Pekka & Nilsson, Henrik & Hellström, Jörgen, 2009. "Why do insiders trade? Evidence based on unique data on Swedish insiders," Journal of Accounting and Economics, Elsevier, vol. 48(1), pages 37-53, October.
    17. Alex Edmans & Xavier Gabaix, 2009. "Is CEO Pay Really Inefficient? A Survey of New Optimal Contracting Theories," European Financial Management, European Financial Management Association, vol. 15(3), pages 486-496, June.
    18. repec:bla:jfinan:v:59:y:2004:i:5:p:2281-2308 is not listed on IDEAS
    19. Linn, Scott C. & Park, Daniel, 2005. "Outside director compensation policy and the investment opportunity set," Journal of Corporate Finance, Elsevier, vol. 11(4), pages 680-715, September.
    20. Campbell, Cynthia J. & Power, Mark L. & Stover, Roger D., 2006. "Quid-pro-quo exchanges of outside director defined benefit pension plans for equity-based compensation," Journal of Pension Economics and Finance, Cambridge University Press, vol. 5(2), pages 155-174, July.
    21. Benjamin E. Hermalin & Michael S. Weisbach, 1991. "The Effects of Board Composition and Direct Incentives on Firm Performance," Financial Management, Financial Management Association, vol. 20(4), Winter.
    22. 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.
    23. Cook, Douglas O. & Wang, Huabing (Barbara), 2011. "The informativeness and ability of independent multi-firm directors," Journal of Corporate Finance, Elsevier, vol. 17(1), pages 108-121, February.
    24. John E. Core & Wayne R. Guay & David F. Larcker, 2003. "Executive equity compensation and incentives: a survey," Economic Policy Review, Federal Reserve Bank of New York, vol. 9(Apr), pages 27-50.
    25. Huddart, Steven & Ke, Bin & Shi, Charles, 2007. "Jeopardy, non-public information, and insider trading around SEC 10-K and 10-Q filings," Journal of Accounting and Economics, Elsevier, vol. 43(1), pages 3-36, March.
    26. Fama, Eugene F. & French, Kenneth R., 1997. "Industry costs of equity," Journal of Financial Economics, Elsevier, vol. 43(2), pages 153-193, February.
    27. Benartzi, Shlomo & Thaler, Richard H & Utkus, Stephen P & Sunstein, Cass R, 2007. "The Law and Economics of Company Stock in 401(k) Plans," Journal of Law and Economics, University of Chicago Press, vol. 50(1), pages 45-79, February.
    28. Eli Ofek & David Yermack, 2000. "Taking Stock: Equity‐Based Compensation and the Evolution of Managerial Ownership," Journal of Finance, American Finance Association, vol. 55(3), pages 1367-1384, June.
    29. Shlomo Benartzi, 2001. "Excessive Extrapolation and the Allocation of 401(k) Accounts to Company Stock," Journal of Finance, American Finance Association, vol. 56(5), pages 1747-1764, October.
    30. Ke, Bin & Huddart, Steven & Petroni, Kathy, 2003. "What insiders know about future earnings and how they use it: Evidence from insider trades," Journal of Accounting and Economics, Elsevier, vol. 35(3), pages 315-346, August.
    31. Dirk Jenter, 2005. "Market Timing and Managerial Portfolio Decisions," Journal of Finance, American Finance Association, vol. 60(4), pages 1903-1949, August.
    32. Piotroski, Joseph D. & Roulstone, Darren T., 2005. "Do insider trades reflect both contrarian beliefs and superior knowledge about future cash flow realizations?," Journal of Accounting and Economics, Elsevier, vol. 39(1), pages 55-81, February.
    33. Adams, Renée B. & Ferreira, Daniel, 2008. "Do directors perform for pay?," Journal of Accounting and Economics, Elsevier, vol. 46(1), pages 154-171, 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. Stefano Colonnello & Giuliano Curatola & Shuo Xia, 2024. "When Does Linking Pay to Default Reduce Bank Risk?," Working Papers 2024: 07, Department of Economics, University of Venice "Ca' Foscari".

    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. Ali, Usman & Hirshleifer, David, 2017. "Opportunism as a firm and managerial trait: Predicting insider trading profits and misconduct," Journal of Financial Economics, Elsevier, vol. 126(3), pages 490-515.
    2. Ashiq Ali & Kelsey D. Wei & Yibin Zhou, 2011. "Insider Trading and Option Grant Timing in Response to Fire Sales (and Purchases) of Stocks by Mutual Funds," Journal of Accounting Research, Wiley Blackwell, vol. 49(3), pages 595-632, June.
    3. Contreras, Harold & Marcet, Francisco, 2021. "Sell-side analyst heterogeneity and insider trading," Journal of Corporate Finance, Elsevier, vol. 66(C).
    4. Adriana Korczak & Piotr Korczak & Meziane Lasfer, 2010. "To Trade or Not to Trade: The Strategic Trading of Insiders around News Announcements," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 37(3‐4), pages 369-407, April.
    5. Renee B. Adams & Benjamin E. Hermalin & Michael S. Weisbach, 2010. "The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey," Journal of Economic Literature, American Economic Association, vol. 48(1), pages 58-107, March.
    6. Contreras, Harold, 2020. "Strategic timing of corporate insiders when trading at earnings announcements," Finance Research Letters, Elsevier, vol. 34(C).
    7. Alan D. Jagolinzer & David F. Larcker & Daniel J. Taylor, 2011. "Corporate Governance and the Information Content of Insider Trades," Journal of Accounting Research, Wiley Blackwell, vol. 49(5), pages 1249-1274, December.
    8. Rüdiger Fahlenbrach, 2009. "Shareholder Rights, Boards, and CEO Compensation," Review of Finance, European Finance Association, vol. 13(1), pages 81-113.
    9. Heitzman, Shane, 2011. "Equity grants to target CEOs during deal negotiations," Journal of Financial Economics, Elsevier, vol. 102(2), pages 251-271.
    10. Drobetz, Wolfgang & Mussbach, Emil & Westheide, Christian, 2020. "Corporate insider trading and return skewness," Journal of Corporate Finance, Elsevier, vol. 60(C).
    11. Peter Cziraki & Peter De Goeij & Luc Renneboog, 2014. "Corporate Governance Rules and Insider Trading Profits," Review of Finance, European Finance Association, vol. 18(1), pages 67-108.
    12. Ilona Babenko & Rik Sen, 2016. "Do Nonexecutive Employees Have Valuable Information? Evidence from Employee Stock Purchase Plans," Management Science, INFORMS, vol. 62(7), pages 1878-1898, July.
    13. Li, Siyuan & Qu, Tianshu Charlotte & Yu, Yingri Julia, 2022. "Outside director social network centrality and turnover before stock performance crash: A friend in need?," Journal of Corporate Finance, Elsevier, vol. 76(C).
    14. Kallunki, Juha-Pekka & Mikkonen, Jenni & Nilsson, Henrik & Setterberg, Hanna, 2016. "Tax noncompliance and insider trading," Journal of Corporate Finance, Elsevier, vol. 36(C), pages 157-173.
    15. Semih Tartaroglu & Michael Imhof, 2017. "Insider trading and response to earnings announcements: the impact of accelerated disclosure requirements," Review of Quantitative Finance and Accounting, Springer, vol. 49(2), pages 315-336, August.
    16. Chen, Shenglan & Ma, Hui & Wu, Qiang & Zhang, Hao, 2023. "Does common ownership constrain managerial rent extraction? Evidence from insider trading profitability," Journal of Corporate Finance, Elsevier, vol. 80(C).
    17. Adriana Korczak & Piotr Korczak & Meziane Lasfer, 2010. "To Trade or Not to Trade: The Strategic Trading of Insiders around News Announcements," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 37(3‐4), pages 369-407, April.
    18. Massa, Massimo & Qian, Wenlan & Xu, Weibiao & Zhang, Hong, 2015. "Competition of the informed: Does the presence of short sellers affect insider selling?," Journal of Financial Economics, Elsevier, vol. 118(2), pages 268-288.
    19. Carola Frydman & Dirk Jenter, 2010. "CEO Compensation," Annual Review of Financial Economics, Annual Reviews, vol. 2(1), pages 75-102, December.
    20. Jin, Li & Kothari, S.P., 2008. "Effect of personal taxes on managers' decisions to sell their stock," Journal of Accounting and Economics, Elsevier, vol. 46(1), pages 23-46, September.

    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:inm:ormnsc:v:63:y:2017:i:1:p:114-138. 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: Chris Asher (email available below). General contact details of provider: https://edirc.repec.org/data/inforea.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.