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Rice University research finds executive board members are driven by incentives

In a recent study, a Rice Business professor found that board members actually need incentives — both short- and long-term — to act in stakeholders' best interests. Getty Images

If you're a stockholder, you may envision your investment helmed by a benevolent, all-knowing board of directors, sitting around a long finely-grained wooden table, drinking coffee, their heads buried in PowerPoint charts as they labor to plot the best course for the company. Too often, however, you can't take for granted that a company's board will steer it wisely.

Companies choose directors because they offer rich and varied experience in the business world. Many who serve on boards, moreover, are CEOs of other corporations, or have headed big companies in the past. As of October 2018, for example, six of the 11 directors on Walmart's board and eight of 13 on AT&T's board hold CEO or CFO positions in other firms. So it's easy to assume that board members will act in the best interests of stockholders.

But in a recent study, Rice Business professor Shiva Sivaramakrishnan found that board members actually need incentives — both short- and long-term — to act in stakeholders' best interests.

Corporations usually compensate board members with stock options, grants, equity stakes, meeting fees, and cash retainers. How important is such compensation, and what sort of incentives do board members need to perform in the very best interests of a company? Sivaramakrishnan joined co-author George Drymiotes to trace how compensation impacts various aspects of board performance.

Recent literature in corporate governance has already stressed the need to give boards of directors explicit incentives in order to safeguard shareholder welfare. Some observers have even proposed requiring outside board members to hold substantial equity interests. The National Association of Corporate Directors, for example, recommended that boards pay their directors solely with cash or stock, with equity representing a substantial portion of the total, up to 100 percent.

To the extent that directors hold stock in a company, their actions are likely influenced by a variety of long-and short-term incentives. And while the literature has focused mainly on the useful long-term impact of equity awards, the consequences of short-term incentives haven't been as clear. Moreover, according to surveys, most directors view advising as their primary role. But this role also has received little attention.

To scrutinize these issues, the scholars used a simple model, which assumes the board of directors perform three roles: contracting, monitoring and consulting. The board contracts with management to provide productive input that improves a firm's performance. By monitoring management, the board improves the quality of the information conveyed to managers. By serving in a consulting role, the board makes managers more productive, which, in turn, means higher expected firm output.

This model allowed the scholars to better understand the relationship between the board of directors and the company's managers, as well as with shareholders. The former was particularly important to take into account, because conflict between a board and managers is typically unobservable and can be costly.

The results were surprising. Without short-term incentives, the researchers found, boards did not effectively fulfill their multiple roles. Long-term inducements could make a difference, they found, but only in some aspects of board performance.

While board members were better advisors when given long-term motivations, short-term incentives were better motivators for performing well in their other corporate governance roles, according to the research, which tied specific aspects of board compensation to particular board functions.

Restricted equity awards provided the necessary long-term incentives to improve the efficacy of the board's advisory role, the scholars found, but only the short-term incentives, awarding an unrestricted share or a bonus based on short-term performance, motivated conscientious monitoring.

The scholars also examined managerial misconduct. Board monitoring, they concluded, lowered the cost of preventing such wrongdoing — but only if the board had strong short-term incentives in place.

Even at the highest rungs of the corporate ladder, in other words, short-term self-interest is the greatest motivator. Maybe it's not surprising. In the corporate world, acting for one's own benefit is a given — so stockholders need to look more closely at those at the very top. Like everyone else, board directors need occasional brass rings within easy reach to do their best.

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This story originally ran on Rice Business Wisdom.

Shiva Sivaramakrishnan is the Henry Gardiner Symonds Professor in Accounting at the Jesse H. Jones Graduate School of Business at Rice University.

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Emily Cisek, CEO and co-founder of The Postage, joins the Houston Innovators Podcast to discuss tech optimizing after-life planning, B-to-C startup challenges, and a national expansion. Photo courtesy of The Postage

Anyone who's ever lost a loved one knows how stressful the process can be. Not only are you navigating your own grief, but you're bombarded with decisions you have to make. And if that loved one wasn't prepared — as most aren't — then the process is more overwhelming than it needs to be.

On top of that, Emily Cisek realized — through navigating three family deaths back to back — how archaic of a process it was. Rather than wait and see if anything changed, Cisek jumped on the market opportunity.

"I just knew there had to be a better way, and that's why I started The Postage," Cisek, co-founder and CEO of the Houston-based company, says on this week's episode of the Houston Innovators Podcast. "My background had historically been in bringing offline businesses online, and I started doing some research on how I could make this space better. At the time, there really wasn't anything out there."

The tech-enabled platform allows users of all ages to plan for their demise in every way — from saving and sharing memories when the time comes to organizing pertinent information for the loved ones left behind. And, as of last month, users can no generate their own last will and testament.

"We launched the online will maker — it wasn't in my roadmap for another six months or so — because every single person that was coming in was looking at something else on our platform, but then going to the will part and asking, 'Hey is this something I can create here?'" Cisek says.

Recognizing that this was a good opportunity to generate new users, Cisek quickly added on the feature for a flat $75 fee. Then, members pay $3.99 a month to be able to edit their will whenever they need to and also receive access to everything else on the platform.

Cisek saw a huge opportunity to grow with the pandemic, which put a spotlight after-life planning. The silver lining of it all was that more people were discussing after-life planning with their family members.

"We're having more open dialogue about life and end-of-life planning that I don't see any other scenario really bringing that to light," she explains. "In some ways, it's been positive because having the conversation with people has been easier than it had been before."

While anyone can access The Postage's platform, Cisek says she's focused on getting the word out nationally. Following some imminent funding and partnerships, national marketing and growth campaigns are on the horizon.

Cisek shares more on her career and he unique challenges she faces as a B-to-C entrepreneur on the podcast. Listen to the full interview below — or wherever you stream your podcasts — and subscribe for weekly episodes.


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