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Shareholder Governance and CEO Compensation: The Peer Effects of Say on Pay

Author

Listed:
  • Diane K Denis
  • Torsten Jochem
  • Anjana Rajamani
  • Wei Jiang

Abstract

We document that firms whose compensation peers experience weak say on pay votes reduce CEO compensation following those votes. Reductions reflect proxy adviser concerns about peers’ compensation contracts and are stronger when CEOs receive excess compensation, when they compete more closely with their weak-vote peers in the executive labor market, and when those peers perform well. Reductions occur following peers’ disclosures of revised pay and are proportional to those needed to retain firms’ relative positions in their peer groups. We conclude that the spillover effects of shareholder voting occur through both learning and compensation targeting channels. (JEL G34, G38, J38, M12, M52)Authors have furnished an Internet Appendix, which is available on the Oxford University Press Web site next to the link to the final published paper online.

Suggested Citation

  • Diane K Denis & Torsten Jochem & Anjana Rajamani & Wei Jiang, 2020. "Shareholder Governance and CEO Compensation: The Peer Effects of Say on Pay," The Review of Financial Studies, Society for Financial Studies, vol. 33(7), pages 3130-3173.
    • Handle: RePEc:oup:rfinst:v:33:y:2020:i:7:p:3130-3173.
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    File URL: http://hdl.handle.net/10.1093/rfs/hhz104
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    Citations

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    Cited by:

    1. Xiaohui Wu & Yumin Li & Chong Feng, 2023. "Green innovation peer effects in common institutional ownership networks," Corporate Social Responsibility and Environmental Management, John Wiley & Sons, vol. 30(2), pages 641-660, March.
    2. Brahma, Sanjukta & Gavriilidis, Konstantinos & Kallinterakis, Vasileios & Verousis, Thanos & Zhang, Mengyu, 2023. "LGBTQ and finance," International Review of Financial Analysis, Elsevier, vol. 86(C).
    3. Shi, Lina & Gong, Stephen & Wang, Xingang, 2021. "Social network, corporate governance, and rent extraction in CEO compensation: Evidence from spatial econometric models," The British Accounting Review, Elsevier, vol. 53(4).
    4. Cheng, Xu & Kong, Dongmin & Kong, Gaowen, 2022. "Foreign institutional investors and executive compensation incentives: Evidence from China," Journal of Multinational Financial Management, Elsevier, vol. 66(C).
    5. Do, Hung X. & Nguyen, Lily & Nguyen, Nhut H. & Nguyen, Quan M.P., 2022. "LGBT policy, investor trading behavior, and return comovement," Journal of Economic Behavior & Organization, Elsevier, vol. 196(C), pages 457-483.
    6. Bao, Yangming & Li, Jie, 2024. "Cross-border M&A, gender-equal culture, and board gender diversity," Journal of Corporate Finance, Elsevier, vol. 84(C).
    7. Meera Behera & Vikram Nanda & Oded Palmon, 2022. "Disciplinary shocks: say-on-pay and the role of large shareholders," Review of Quantitative Finance and Accounting, Springer, vol. 59(4), pages 1453-1499, November.
    8. Ormazabal, Gaizka & Jochem, Torsten & Rajamani, Anjana, 2020. "Why Have CEO Pay Levels Become Less Diverse?," CEPR Discussion Papers 15523, C.E.P.R. Discussion Papers.
    9. C.S. Agnes Cheng & Iftekhar Hasan & Feng Tang & Jing Xie, 2024. "Market Feedback Effect on CEO Pay: Evidence from Peers’ Say-on-Pay Voting Failures," Working Papers 202408, University of Macau, Faculty of Business Administration.
    10. Yijia Wang & Senwei Huang & Jia Liu, 2023. "Research on the Rural Environmental Governance and Interaction Effects of Farmers under the Perspective of Circular Economy—Evidence from Three Provinces of China," Sustainability, MDPI, vol. 15(17), pages 1-20, September.
    11. Kieschnick, Robert & Shi, Wenyun, 2023. "Spillover effects in managerial compensation," Journal of Empirical Finance, Elsevier, vol. 70(C), pages 62-73.
    12. Essam Joura & Qin Xiao & Subhan Ullah, 2023. "The moderating effects of CEO power and personal traits on say‐on‐pay effectiveness: Insights from the Anglo‐Saxon economies," International Journal of Finance & Economics, John Wiley & Sons, Ltd., vol. 28(4), pages 4055-4078, October.
    13. Bao, Yangming, 2022. "Peer information in loan pricing," Journal of Corporate Finance, Elsevier, vol. 76(C).

    More about this item

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • J38 - Labor and Demographic Economics - - Wages, Compensation, and Labor Costs - - - Public Policy
    • M12 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Business Administration - - - Personnel Management; Executives; Executive Compensation
    • M52 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Personnel Economics - - - Compensation and Compensation Methods and Their Effects

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