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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

 
 

This week's roundup of Houston innovators includes entrepreneur and author Jay Steinfeld, Clemmie Pierce Martin of Houston Exponential, and Matthew Costello of Voyager Portal. Courtesy photos

Editor's note: In this week's roundup of Houston innovators to know, I'm introducing you to three local innovators across industries — from startup development to software — recently making headlines in Houston innovation.

Jay Steinfeld, author of Lead From The Core

Blinds.com founder Jay Steinfeld has released his new book last week. Photos courtesy of Jay Steinfeld

After Blinds.com successfully exited to Home Depot, founder Jay Steinfeld started thinking about what he wanted to do next. The entrepreneur is now on the boards of five companies and has taught at Rice University before publishing his new book, "Lead From The Core."

"The book was originally written so that the people at Blinds.com would know what got us to where we were and would use it as the foundation for continuing what that success was all about. As I began teaching and expanding my influence throughout the community nationally, I realized that there were many entrepreneurs who could learn from the same success, the techniques, the strategies," Steinfeld says. Click here to read the full interview.

Clemmie Pierce Martin, director of marketing and strategy at Houston Exponential

Clemmie Pierce Martin will oversee marketing and strategy for Houston Exponential. Photo via LinkedIn

Houston Exponential has made another new hire. Clemmie Pierce Martin has joined Houston Exponential as director of marketing and strategy. The nonprofit helps spur the growth of Houston’s innovation ecosystem.

She most recently was director of strategic partnerships and products at Houston-based startup Goodfair, which operates an online thrift store. Before that, she was head of client success at Austin-based startup Mesa Cloud, which offers a platform for tracking student progress.

Martin, who grew up in Houston and graduated from the University of Texas at Austin and Houston’s The Kinkaid School, says her new employer “sees the potential in Houston and our startup ecosystem that I’ve always felt was underserved and underrepresented nationally. I couldn’t be more excited to join a team that is working tirelessly to make sure that for founders and startups anywhere in the world, Houston is not just a choice but rather the clear choice of venue.” Click here to read more.

Matthew Costello, CEO and co-founder of Voyager Portal

Matthew Costello Voyager

Matthew Costello is the\u00a0CEO and co-founder of Voyager Portal. Photo courtesy of Voyager

Voyager Portal, a software-as-a-service platform, closed an $8.4 million series A investment round this week. The round was led by Phaze Ventures, a VC fund based in the Middle East, and included new investors — ScOp Venture Capital, Waybury Capital and Flexport. Additionally, all of Voyager's existing investors contributed to this round.

“Voyager Portal was created to significantly reduce cost, risk, and complexity when transporting bulk materials around the world,” says Matthew Costello, CEO and co-founder of Voyager, in the release. “The last two years have demonstrated just how critical shipping bulk commodities is to global markets – freight rates have increased and port congestion is at an all-time high – accelerating the demand for Voyager’s solution.” Click here to read more.

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