高管薪酬和激勵(已修改)
2025-11-12 19:15 本頁面
【正文】 外文題目 Executive Compensation And Incentives 外文出處 Acodemy of Management Perspectives,2020(2)： p2540 外文作者 Martin J. Conyon 原文： Executive Compensation And Incentives Martin J. Conyon Executive pensation is a plex and controversial subject. For many years, academics, policymakers, and the media have drawn attention to the high levels of pay awarded to . chief executive officers (CEOs), questioning whether they are consistent with shareholder interests. Some academics have further argued that flaws in CEO pay arrangements and deviations from shareholders? interests are widespread and considerable. For example, Lucian Bebchuk and Jesse Fried provide a lucid account of the managerial power view and acpanying evidence. Marianne Bertrand and Sendhil Mullainathan too provide an analysis of the ?skimming view? of CEO pay. In contrast, John Core et al. present an economic contracting approach to executive pay and incentives, assessing whether CEOs receive inefficient pay without performance. In this paper, we show what has happened to CEO pay in the United States. We do not claim to distinguish between the contracting and managerial power views of executive pay. Instead, we document the pattern of executive pay and incentives in the United States, investigating whether this pattern is consistent with economic theory. The Context: Who Sets Executive Pay? Before examining the empirical evidence presented in this paper, it is important to consider the paysetting process and who sets executive pay. The standard economic theory of executive pensation is the principalagent model. The theory maintains that firms seek to design the most efficient pensation packages possible in order to attract, retain, and motivate CEOs, executives, and managers. In the agency model, shareholders set pay. In practice, however, the pensation mittee of the board determines pay on behalf of shareholders. A principal (shareholder) designs a contract and makes an offer to an agent (CEO/ manager). Executive pensation ameliorates a moral hazard problem (., manager opportunism) arising from low firm ownership. By using stock options, restricted stock, and longterm contracts, shareholders motivate the CEO to maximize firm value. In other words, shareholders try to design optimal pensation packages to provide CEOs with incentives to align their mutual interests. This is the contract approach to executive pay. Following Core, Guay, and Larcker, an efficient (or optimal) contract is one “that maximizes the expected economic value to shareholders after transaction costs (such as contracting costs) and payments to employees. An equivalent way of saying this is that . . . contracts minimize agency costs.” Several important ideas flow from this definition. First, the contract reduces manager opportunism and motivates CEO effort by providing incentives through risky pensation such as stock options. Second, the optimal contract does not imply a “perfect” contract, only that the firm designs the best contract it can in order to avoid opportunism and malfeasance by the manager, given the contracting constraints it faces. Third, in this arrangement, the firm does not necessarily eliminate agency costs, but instead evaluates the (marginal) benefits of implementing the contract relative to the (marginal) costs of doing so. Improvements in regulation or corporate governance can possibly alter these costs and benefits, making different contracts desirable. Moreover, what is efficient at one point in time may not be at another. Improvements in board governance, for example by adding independent directors, may lead to different patterns of pe
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