On REIT CEO Compensation: Does Board Structure Matter?
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In a perfect world where the board of directors is independent of CEO influence, CEO pay-for-performance compensation contracts should be a function of performance only. If the CEO can influence board structure through his ownership of company stock or chairmanship of the board, however, performance contracts are sub-optimal and agency problems arise, which allow the CEO to extract rent and demand compensation in excess of the equilibrium level. As such, models of compensation contracts must include board and ownership structure variables, in addition to the traditional economic determinants. Our analyses with REITs corroborate this notion. Our data demonstrate that the structure of REIT boards are not independent of CEO influence, and significant agency problems exist allowing the CEO to design boards that reward him at the cost of shareholder wealth. CEO compensation in REITs depends significantly on the usual economic measures of performance including firm size and return on assets; more importantly, CEO compensation is higher in REITs where the board is weak in monitoring because of large size, and older directors; the effect of a blockholder is adverse, however. This study provides additional evidence to the growing literature that observed board structures are ineffective in monitoring and governance.
- Agarwal, A., and C. R. Knoeber. (1996). “Performance and Mechanisms to Control Agency Problems between Managers and Shareholders,” Journal of Financial and Quantitative Analysis 31(3), 377–397.
- Allen, M. (1981). “Power and Privilege in the Large Corporation: Corporate Control and Mangerial Compensation,” American Journal of Sociology 86, 1112–1123. CrossRef
- Ambrose, B. W., and P. Linneman. (2001). “Organizational Structure and REIT Operating Characteristics,” Journal of Real Estate Research 21(3), 141–162.
- Bhagat, S., and B. Black. (1999). “The Uncertain Relationship between Board Composition and Firm Performance,” Business Lawyer 54, 921–963.
- Boyd, B. K. (1994). “Board Control and CEO Compensation,” Strategic Management Journal 15, 335–344.
- Brickley, J., J. L. Coles, and R. L. Terry. (1994). “Outside Directors and the Adoption of Poison Pills,” Journal of Financial Economics 30, 161–187.
- Byrd, J., and K. Hickman. (1992). “Do Outside Directors Monitor Managers? Evidence from Tender Offer Bids,” Journal of Financial Economics 32, 195–221. CrossRef
- Campbell, R., C. Ghosh, and C. F. Sirmans. (2001). “The Information Content of Method of Payment in Mergers: Evidence from Real Estate Investment Trusts (REITs),” Real Estate Economics, forthcoming.
- Capozza, D. R., and P. J. Seguin. (2000). “Debt, Agency and Management Contracts in REITs: The External Advisor Puzzle,” Journal of Real Estate Finance and Economics 29(2), 91–116.
- Chopin, M. C., R. N. Dickens, and R. M. Shellor. (1995). “Am Empirical Examination of Compensation of REIT Managers,” Journal of Real Estate Research 10(3), 263–277.
- Core, J. E. (1997). “The Directors and Officers Insurance Premium: An Outside Assessment of the Cost of Weak Corporate Governance,” Working Paper, The Wharton School, UPenn.
- Core, J. E., R. W. Holthausen, and D. Larcker. (1999). “Corporate Governance, Chief Executive Officer Compensation, and Performance,” Journal of Financial Economics 51, 371–406. CrossRef
- Crystal, G. (1991). In Search of Excess: The Overcompensation of American Executives. New York: W. W. Norton & Co.
- Davis, B. J., and R. M. Shellor. (1995). “Executive Compensation and Financial Performance in the Real Estate Industry,” Journal of Real Estate Research 10(2), 141–151.
- Demsetz, H., and K. Lehn. (1985). “ The Structure of Corporate Ownership: Causes and Consequences,” Journal of Political Economy 93(6), 1155–1177. CrossRef
- Finkelstein, S., and D. Hambrick. (1989). “Chief Executive Compensation: A Study of the Intersection of Markets and Political Processes,” Strategic Management Journal 10, 121–134.
- Ghosh, C., and C. F. Sirmans. (2003). “Board Independence, Ownership Structure and Performance in Real Estate Investment Trusts,” Journal of Real Estate Finance and Economics 26(2/3), 287–318.
- Hallock, K. F. (1997). “Reciprocally Interlocking Boards of Directors and Executive Compensation,” Journal of Financial and Quantitative Analysis 21(3), 331–343.
- Holderness, C., and D. Sheehan. (1988). “The Role of Majority Shareholders in Publicly-Held Corporations: An Exploratory Analysis,” Journal of Financial Economics 20, 317–346. CrossRef
- Holthausen, R., and D. Larcker. (1996). “The Financial Performance of Reverse Leveraged Buyouts,” Journal of Financial Economics 42, 293–332. CrossRef
- Jensen, M. C. (1986). “Agency Cost of Free Cash Flow, Corporate Finance, and Takeovers,” American Economic Review 76, 323–329.
- Jensen, M. C. (1993). “The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems,” Journal of Finance 48, 831–880.
- Lambert, R., D. Larcker, and K. Weigelt. (1993). “The Structure of Organizational Incentives,” Administrative Science Quarterly 38, 438–461.
- Ling, D. C., and M. Ryngaert. (1997). “Valuation, Uncertainty, Institutional Involvement, and the Underpricing of IPOs: The Case of REITs,” Journal of Financial Economics 43, 433–456. CrossRef
- Loderer, C. and K. Martin. (1997). “Executive Stock Ownership and Performance: Tracking Faint Traces,” Journal of Financial Economics 45(2), 223–255. CrossRef
- Mishra, C. S., and J. F. Nielsen. (2000). “Board Independence and Compensation Policies in Large Bank Holding Companies,” Financial Management (Autumn), 51–70.
- Morck, R., A. Shleifer, and R. W. Vishny. (1988). “Management Ownership and Market Valuation: An Empirical Analysis,” Journal of Financial Economics 20, 293–315. CrossRef
- Pennathur, A. K., and R. Shellor. (2002). “The Determinants of REIT CEO Compensation,” Journal of Real Estate Finance and Economics 25(1), 99–113. CrossRef
- Rosenstein, S., and J. G. Wyatt. (1990). “Outside Directors, Board Independence, and Shareholder Wealth,” Journal of Financial Economics 26, 175–191. CrossRef
- Shivdasani, A. (1993). “Board Composition, Ownership Structure, and Hostile Takeovers,” Journal of Accounting and Economics 16, 167–198. CrossRef
- Smith, C. and R. Watts. (1992). “The Investment Opportunity Set and Corporate Financing, dividend, and Compensation Policies,” Journal of Financial Economics 32(3), 263–292. CrossRef
- Subrahmanyam, V., N. Rangan, and S. Rosenstein. (1997). “The Role of Outside Directors in Bank Acquisitions,” Financial Management 20(1,2), 461–492.
- White, H. L. (1980). “A Heteroskedasticity-Consistent Covariance Matrix Estimator and a Direct Test for Heteroskedasticity,” Econometrica 48, 817–838.
- Yermack, D. (1996). “Higher Market Valuation for firms with a Small Board of Directors,” Journal of Financial Economics 40, 185–211. CrossRef
- On REIT CEO Compensation: Does Board Structure Matter?
The Journal of Real Estate Finance and Economics
Volume 30, Issue 4 , pp 397-428
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- Kluwer Academic Publishers
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- CEO compensation
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