Clawbacks, Holdbacks, and CEO Contracting

Stuart L. Gillan and Nga Q. Nguyen

Journal of Applied Corporate Finance, 2018, vol. 30, issue 1, 53-61

Abstract: “Clawbacks†are much discussed in the context of senior executive compensation, yet the discussion has largely ignored the presence of holdbacks that are already in place in many firms. Holdbacks are deferred compensation that is potentially foregone in the event that the CEO leaves the firm without good reason or they are dismissed for wrong†doing. They are explicit or written features of a CEOs employment contract. Holdbacks are already in use at 70% of S&P 500 firms and average $18.4 million each. Firms with higher CEO replacement costs, greater information asymmetry, a recent bad experience (fraud, lawsuit, or restatement), or in more certain environments are more likely to have a holdback. In contrast, clawback adoptions are mainly driven by firms' bad experiences and external pressure from shareholders. Holdbacks and incentive†based compensation are substitutes, as termination incentives can reduce the need for incentive compensation. As managers reasonably demand a premium for accepting risky compensation, a measure of abnormal compensation is positively associated with holdbacks, but there is no significant association between clawbacks and holdbacks. These findings suggest that the holdbacks many firms already have in place could help an “ex†post settling up†in the event of financial misconduct, or even simply misstated financials. As companies have more control over the amounts held back ex†ante, holdbacks are potentially more efficient.

Date: 2018
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