IDEAS home Printed from https://ideas.repec.org/a/inm/ormnsc/v68y2022i8p6268-6297.html
   My bibliography  Save this article

Board Committee Overlap and the Use of Earnings in CEO Compensation Contracts

Author

Listed:
  • Mary Ellen Carter

    (Carroll School of Management, Boston College, Boston, Massachusetts 02467)

  • Luann J. Lynch

    (Darden Graduate School of Business, University of Virginia, Charlottesville, Virginia 22903)

  • Melissa A. Martin

    (College of Business, University of Illinois–Chicago, Chicago, Illinois 60607)

Abstract

Using proxy statement data describing the terms of compensation contracts, we examine how overlapping membership between compensation and audit committees influences the use of earnings metrics in compensation. Although research predicts that such overlap could either increase or decrease the reliance on earnings, we find that firms with overlapping directors rely less on earnings-based performance measures in incentive contracts without altering the overall level of performance-contingent cash bonuses. In addition, we provide evidence that firms substitute earnings measures with measures less subject to earnings management. Our findings are robust to potential alternative explanations, extend to an implicit relation between earnings and compensation for a larger sample, and are not driven by the tendency toward an overlapping committee structure more broadly.

Suggested Citation

  • Mary Ellen Carter & Luann J. Lynch & Melissa A. Martin, 2022. "Board Committee Overlap and the Use of Earnings in CEO Compensation Contracts," Management Science, INFORMS, vol. 68(8), pages 6268-6297, August.
    • Handle: RePEc:inm:ormnsc:v:68:y:2022:i:8:p:6268-6297
    DOI: 10.1287/mnsc.2021.4187
    as

    Download full text from publisher

    File URL: http://dx.doi.org/10.1287/mnsc.2021.4187
    Download Restriction: no
    File URL: https://libkey.io/10.1287/mnsc.2021.4187?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. Evans, JH & Sridhar, S, 1996. "Multiple control systems, accrual accounting, and earnings management," Journal of Accounting Research, Wiley Blackwell, vol. 34(1), pages 45-65.
    2. Guay, Wayne R. & Kepler, John D. & Tsui, David, 2019. "The role of executive cash bonuses in providing individual and team incentives," Journal of Financial Economics, Elsevier, vol. 133(2), pages 441-471.
    3. Klein, April, 2002. "Audit committee, board of director characteristics, and earnings management," Journal of Accounting and Economics, Elsevier, vol. 33(3), pages 375-400, August.
    4. Fama, Eugene F & Jensen, Michael C, 1983. "Agency Problems and Residual Claims," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 327-349, June.
    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. 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.
    7. Michael C. Jensen, 2010. "The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems," Journal of Applied Corporate Finance, Morgan Stanley, vol. 22(1), pages 43-58, January.
    8. Ana Albuquerque & Bingyi Chen & Qi (Flora) Dong & Edward J. Riedl, 2019. "Ex Post Settling Up in Cash Compensation: New Evidence†," Contemporary Accounting Research, John Wiley & Sons, vol. 36(4), pages 2283-2318, December.
    9. Shleifer, Andrei & Vishny, Robert W, 1986. "Large Shareholders and Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 94(3), pages 461-488, June.
    10. David De Angelis & Yaniv Grinstein, 2015. "Performance Terms in CEO Compensation Contracts," Review of Finance, European Finance Association, vol. 19(2), pages 619-651.
    11. Kim, Kyonghee & Mauldin, Elaine & Patro, Sukesh, 2014. "Outside directors and board advising and monitoring performance," Journal of Accounting and Economics, Elsevier, vol. 57(2), pages 110-131.
    12. Jeremiah W. Bentley & Theodore E. Christensen & Kurt H. Gee & Benjamin C. Whipple, 2018. "Disentangling Managers’ and Analysts’ Non‐GAAP Reporting," Journal of Accounting Research, Wiley Blackwell, vol. 56(4), pages 1039-1081, September.
    13. Udi Hoitash & Rani Hoitash, 2009. "Conflicting Objectives within the Board: Evidence from Overlapping Audit and Compensation Committee Members," Group Decision and Negotiation, Springer, vol. 18(1), pages 57-73, January.
    14. Ahsan Habib & Md. Borhan Uddin Bhuiyan, 2016. "Overlapping Membership on Audit and Compensation Committees and Financial Reporting Quality," Australian Accounting Review, CPA Australia, vol. 26(1), pages 76-90, March.
    15. Adams, Renée B. & Ferreira, Daniel, 2008. "Do directors perform for pay?," Journal of Accounting and Economics, Elsevier, vol. 46(1), pages 154-171, September.
    16. Bettis, J. Carr & Bizjak, John & Coles, Jeffrey L. & Kalpathy, Swaminathan, 2018. "Performance-vesting provisions in executive compensation," Journal of Accounting and Economics, Elsevier, vol. 66(1), pages 194-221.
    17. Engel, Ellen & Hayes, Rachel M. & Wang, Xue, 2010. "Audit committee compensation and the demand for monitoring of the financial reporting process," Journal of Accounting and Economics, Elsevier, vol. 49(1-2), pages 136-154, February.
    18. Faleye, Olubunmi & Hoitash, Rani & Hoitash, Udi, 2011. "The costs of intense board monitoring," Journal of Financial Economics, Elsevier, vol. 101(1), pages 160-181, July.
    19. Mark L. Defond & Rebecca N. Hann & Xuesong Hu, 2005. "Does the Market Value Financial Expertise on Audit Committees of Boards of Directors?," Journal of Accounting Research, Wiley Blackwell, vol. 43(2), pages 153-193, May.
    20. Nandini Chandar & Hsihui Chang & Xiaochuan Zheng, 2012. "Does overlapping membership on audit and compensation committees improve a firm's financial reporting quality?," Review of Accounting and Finance, Emerald Group Publishing Limited, vol. 11(2), pages 141-165, May.
    21. Klein, April, 1998. "Firm Performance and Board Committee Structure," Journal of Law and Economics, University of Chicago Press, vol. 41(1), pages 275-303, April.
    22. Nandini Chandar & Hsihui Chang & Xiaochuan Zheng, 2012. "Does overlapping membership on audit and compensation committees improve a firm's financial reporting quality?," Review of Accounting and Finance, Emerald Group Publishing Limited, vol. 11(2), pages 141-165, May.
    23. Healy, Paul M., 1985. "The effect of bonus schemes on accounting decisions," Journal of Accounting and Economics, Elsevier, vol. 7(1-3), pages 85-107, April.
    24. Nandini Chandar & Hsihui Chang & Xiaochuan Zheng, 2012. "Does overlapping membership on audit and compensation committees improve a firm's financial reporting quality?," Review of Accounting and Finance, Emerald Group Publishing Limited, vol. 11(2), pages 141-165, May.
    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. Zhang, Zhe & Zhang, Linlang & Chan, Kam C., 2022. "Can a decentralized power structure affect executive compensation? Evidence from Chinese business groups," Pacific-Basin Finance Journal, Elsevier, vol. 75(C).
    2. Ding, Bin Yan & Wei, Feng, 2023. "Overlapping membership between risk management committee and audit committee and bank risk-taking: Evidence from China," International Review of Financial Analysis, Elsevier, vol. 86(C).

    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. Armstrong, Christopher S. & Guay, Wayne R. & Weber, Joseph P., 2010. "The role of information and financial reporting in corporate governance and debt contracting," Journal of Accounting and Economics, Elsevier, vol. 50(2-3), pages 179-234, December.
    2. Bloomfield, Matthew & Gipper, Brandon & Kepler, John D. & Tsui, David, 2021. "Cost shielding in executive bonus plans," Journal of Accounting and Economics, Elsevier, vol. 72(2).
    3. Hussein Abedi Shamsabadi & Byung-Seong Min & Richard Chung, 2016. "Corporate governance and dividend strategy: lessons from Australia," International Journal of Managerial Finance, Emerald Group Publishing Limited, vol. 12(5), pages 583-610, October.
    4. Ding, Bin Yan & Wei, Feng, 2023. "Overlapping membership between risk management committee and audit committee and bank risk-taking: Evidence from China," International Review of Financial Analysis, Elsevier, vol. 86(C).
    5. Carlos Jiménez-Angueira & Nathan Stuart, 2015. "Relative performance evaluation, pay-for-luck, and double-dipping in CEO compensation," Review of Quantitative Finance and Accounting, Springer, vol. 44(4), pages 701-732, May.
    6. Aman, Hiroyuki & Nguyen, Pascal, 2013. "Does good governance matter to debtholders? Evidence from the credit ratings of Japanese firms," Research in International Business and Finance, Elsevier, vol. 29(C), pages 14-34.
    7. Naeem Tabassum & Satwinder Singh, 2020. "Corporate Governance and Organisational Performance," Springer Books, Springer, number 978-3-030-48527-6, October.
    8. Henrique Castro Martins & Cristiano Machado Costa, 2020. "Does control concentration affect board busyness? International evidence," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 24(3), pages 821-850, September.
    9. Cai, Chen & Hasan, Iftekhar & Shen, Yinjie & Wang, Shuai, 2021. "Military directors, governance and firm behavior," Advances in accounting, Elsevier, vol. 55(C).
    10. Pascal Nguyen & Nahid Rahman, 2015. "Which governance characteristics affect the incidence of divestitures in Australia?," Australian Journal of Management, Australian School of Business, vol. 40(2), pages 351-374, May.
    11. Field, Laura Casares & Souther, Matthew E. & Yore, Adam S., 2020. "At the table but can not break through the glass ceiling:Board leadership positions elude diverse directors," Journal of Financial Economics, Elsevier, vol. 137(3), pages 787-814.
    12. Yuliya Ponomareva, 2019. "Balancing control and delegation: the moderating influence of managerial discretion on performance effects of board monitoring and CEO human capital," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 23(1), pages 195-225, March.
    13. Chia-Ling Chao & Shwu-Min Horng, 2013. "Asset write-offs discretion and accruals management in Taiwan: the role of corporate governance," Review of Quantitative Finance and Accounting, Springer, vol. 40(1), pages 41-74, January.
    14. Balachandran, Balasingham & Williams, Barry, 2018. "Effective governance, financial markets, financial institutions & crises," Pacific-Basin Finance Journal, Elsevier, vol. 50(C), pages 1-15.
    15. Adams, Mike & Jiang, Wei, 2016. "Do outside directors influence the financial performance of risk-trading firms? Evidence from the United Kingdom (UK) insurance industry," Journal of Banking & Finance, Elsevier, vol. 64(C), pages 36-51.
    16. Andreou, Panayiotis C. & Louca, Christodoulos & Panayides, Photis M., 2014. "Corporate governance, financial management decisions and firm performance: Evidence from the maritime industry," Transportation Research Part E: Logistics and Transportation Review, Elsevier, vol. 63(C), pages 59-78.
    17. Lerong He & Rong Yang & Yuanlong He, 2018. "Does social exchange relationship impair audit committee effectiveness?," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 22(2), pages 219-249, June.
    18. 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.
    19. Maryam Safari & Barry J. Cooper & Steven Dellaportas, 2016. "The Influence of Remuneration Structures on Financial Reporting Quality: Evidence from Australia," Australian Accounting Review, CPA Australia, vol. 26(1), pages 66-75, March.
    20. Bhuiyan, Md. Borhan Uddin & Cheema, Muhammad A., 2024. "Overlapping committee membership and cost of equity capital," Pacific-Basin Finance Journal, Elsevier, vol. 84(C).

    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:68:y:2022:i:8:p:6268-6297. 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.