企业职工薪酬管理中英文文献对照 第4页
Greenspan's concern is not new. Jensen and Murphy (1990), for example, analyze and discuss the low pay for performance sensitivity in the 1970s and 1980s. Recent evidence, suggests, however, that the pay for performance sensitivity may have increased since Jensen and Murphy studied the issue. Hall and Liebman (1998) document that the pay for performance sensitivity has increased since the early 1980s, with a striking acceleration in the last three years of their sample (1992–1994). They conclude that in recent years CEOs have not been paid like bureaucrats. One plausible explanation for this change is that the increasing pressure from outside investors on boards of directors has led to increased sensitivity of executive pay to firm performance. Johnson and Shackell (1997), Smith (1996), Strickland et al. (1996), and Wahal (1996), amongst others, document the rise in shareholder activism in the early 1990s.
The increased public attention on the pay for performance relation resulted in regulatory intervention by the SEC in 1993 requiring enhanced disclosure on executive compensation and the enactment of tax legislation limiting the deductibility of nonperformance related compensation over one million dollars [Section 162(m) of the Internal Revenue Code, henceforth Section 162(m) or 162(m)]. The purpose of the new SEC disclosure requirements, as stated in the SEC's first release on July 2, 1992, was to make disclosure of compensation paid or awarded to executive officers clearer and more concise, and of greater utility to shareholders. Murphy (1995) explains that the SEC's 1992 proxy reform initiative was a response to the public outcry on executive compensation and a proposed Senate bill on shareholder rights and CEO 原文请找腾讯752018766;优/文-论~文'网
http://www.youerw.com the House Ways and Means Committee stated the congressional intent in the following way:
Recently, the amount of compensation received by corporate executives has been the subject of scrutiny and criticism. The committee believes that excessive compensation will be reduced if the deduction for compensation (other than performance-based compensation) paid to the top executives of publicly held corporations is limited to $1 million per year.2
Changing behavior could mean that the changes have led to real economic effects or that the compensation contracts are cosmetically different but that the economic effects are unchanged. Miller and Scholes (1982) examine the influence of personal taxes on compensation contracts and argue that some compensation plans are tax-advantageous schemes because they defer payments for employees in tax brackets that are higher than the corporation's tax bracket, therefore implying that personal taxes at the very least have a cosmetic effect on the design of compensation contracts. Hite and Long (1982) and Goolsbe (2000) also highlight how changes in tax laws can affect compensation policy.
In this paper, we examine whether the enhanced disclosure rules and 162(m) have actually changed compensation behavior. First, we identify firms from the ExecuComp database that are likely to be affected by the regulations and 162(m), henceforth generically called million-dollar firms. We define three variables to identify the million-dollar firms. The first variable is equal to one if the CEO's salary is more than one million dollars in the prior year, and is equal to the prior year's salary divided by one million dollars if the prior year's salary is less than one million dollars. Hall and Liebman (2000) use a similar definition to identify firms likely to be affected by 162(m). The second variable is an indicator variable equal to one if the firm's CEO earns a salary that is larger than $900,000 in the prior year, and zero otherwise. With this variable, we intend to capture the firms that are already subject to the 162(m) limitation and the firms that are getting close enough to this benchmark to be concerned about loss of deductibility. Third, we define an indicator variable equal to one for firms with CEOs earning annual cash compensation (including salary and bonus) of more than one million dollars at least once over the 1992–1997 period. This broad definition includes about half of the firms in our sample suggesting that 162(m) is relevant for many firms. Overall, our results are qualitatively similar using the three definitions.
To examine whether and how these regulations influenced CEO compensation, we test five propositions which we formulate in our later sections. Our main findings are as follows: (1) Real compensation levels have increased dramatically in the period following the enactment of 162(m), in contrast to the stated intentions of Congress. Although rising stock option grants contribute greatly to these increases, all compensation components have increased in real terms and there is no evidence that the growth rates of the various components of compensation have declined after 1993. (2) Controlling for performance, salary growth has actually increased after 1993, but the growth rate is significantly smaller for 上一页 [1] [2] [3] [4] [5] [6] 下一页
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