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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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Building Houston

 
 

A coworking company and a real estate firm have been tapped by The Ion. Courtesy of Rice University

Last week, Rice Management Co. announced the latest partners for The Ion. A Houston-based real estate management firm and a Dallas-based coworking company have signed onto the project.

Texas coworking company Common Desk, which recently opened a new space in Houston's east downtown, was tapped to develop and manage The Ion's more than 58,000 square feet of experiential, flexible office space on the second floor of the building.

"For a project as special as The Ion, it was important that we selected a flexible office space operator that understood the building's ethos as a space for collaboration and innovation," says Ryan LeVasseur, managing director of Direct Real Estate at RMC, in a news release. "From the moment we met with the Common Desk team, it was clear they represented the right balance of sophistication and excitement and shared a commitment to creating a sense of community."

Additionally, Common Desk will be responsible for a coffee bar and maintaining a vibrant and engaging space for tenants, startups, and community members.

"We're thrilled to be a part of this prestigious project and are looking forward to offering individuals, small businesses, and high-growth companies the chance to experience the unique programming and innovative spirit of the building," says Dawson Williams, head of real estate at Common Desk, in the release. "We're excited to be a strategic gateway to helping Houstonians experience all The Ion has to offer."

RMC tapped Transwestern to oversee property management for all of The Ion through its building, tenant, vendor, compliance, client, and administrative services.

"Very few companies have Transwestern's breadth of experience and proven success of managing high-quality, talent-attracting workplaces," LeVasseur says in the release. "Add to that the company's deep roots in Houston, and we're confident we're working with the best team to ensure a flawless, attractive, activated, and efficiently operated hub for the growth of Houston's innovation ecosystem."

Based in Houston, Transwestern has over 400 properties locally across office, multifamily, health care, and other industries.

"Transwestern is excited to work alongside Rice Management Corporation as property and facilities manager for The Ion, while contributing to its mission of innovation, collaboration and inclusion," says Kevin Roberts, Southwest President at Transwestern, in the release. "As Transwestern continues to elevate our commitment to diversity, equity and inclusion, we are proud to stand alongside The Ion in supporting minority and women-owned businesses in enabling innovation that will shape the future of Houston."

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