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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Houston startup raises $6M to scale home-based healthcare platform

fresh funding

As healthcare systems race to expand care beyond hospitals and into the home, investors are placing bigger bets on the infrastructure needed to make that shift possible.

This month, Rosarium Health announced it has raised $6 million in seed funding led by Kalos Ventures, with participation from ResilienceVC, Rock Health Capital, Symphonic Capital, Black Tech Nations Ventures and others.

The investment will help the Houston-based startup continue to build its platform, which features a national network of 800-plus clinicians and 3,000-plus contractors to coordinate home accessibility upgrades and modifications for seniors and people living with disabilities.

For founder and CEO Cameron Carter, the company’s mission grew out of firsthand caregiving experiences.

“From my own personal caregiving experiences, I realized that the benefits exist on paper, but not in reality,” Carter said in a news release. “Families are being left to figure out the paperwork and installations all on their own, which shouldn’t be how this works.”

While Medicare Advantage and Medicaid plans have expanded coverage for home-based services and accessibility modifications, the logistics behind delivering those services often remain fragmented.

Rosarium’s platform coordinates the entire process, from clinical assessments and referrals to contractor management, documentation, reimbursement and installation.

“A clinician can document that a home isn’t safe and a plan can approve a benefit, but there’s no one that’s responsible for making sure the work actually gets done,” Carter says. “We built the missing piece.”

The company was founded in 2021 as Rose Health and was a 2023 participant in the Texas Medical Center’s Accelerator for HealthTech program. It has scaled quickly, building a network of more than 800 clinicians and 3,000 contractors across 34 states.

Rosarium is currently in-network for 1.2 million Medicare and Medicaid lives, with projected coverage expected to reach nearly 4 million by the end of the year, according to the release.

“We’re excited to back Cameron because he and the team at Rosarium are building the infrastructure healthcare needs right now to make the home a safe and comfortable place of care,” Kate Ballinger, investor at Kalos Ventures, added in the release.

As part of the recent investment, Ballinger will join Rosarium’s board of directors.

With eyes on the future, Rosarium plans to grow its partnerships with Medicaid and Medicare Advantage plans, including CalViva and Community Health Plan of Imperial Valley, strengthening its presence in California while expanding access to underserved communities.

Additionally, Carter predicts that home-based healthcare will be part of a broader transformation happening across the industry.

“There’s a growing recognition that health outcomes are shaped by what happens in the home,” he said in the release. “The future of healthcare isn’t just treating people after something goes wrong. It’s creating environments that help prevent those problems in the first place.”

Houston business mogul Tilman Fertitta acquires Caesars in $17.6B deal

Money Moves

Houston billionaire Tilman Fertitta may currently be serving as America’s ambassador to Italy, but his company is as busy as ever. Fresh off its move to revive the Houston Comets WNBA franchise, his company, Fertitta Entertainment, has announced a $17.6 billion deal to acquire Caesars Entertainment, Inc.

Speculation about the deal has been circulating since at least March, according to various media reports. The deal combines Fertitta’s well-known Golden Nugget casino brand with all of the properties in the Caesars’ portfolio, including Las Vegas hotels Caesars Palace, Harrah's, Paris Las Vegas, Planet Hollywood, Horseshoe, The LINQ Hotel, Flamingo, and The Cromwell.

Overall, the combined company will include 60 domestic casino resorts and gaming facilities; online gaming including sports betting, iCasino, and Caesar’s online poker platform; retail sports betting at over 200 third-party locations through the William Hill brand; and over 550 Fertitta Entertainment outlets, including more than 450 Landry's full-service restaurants across America. The companies will combine their loyalty programs, Caesars Rewards, Golden Nugget's 24 Karat Select Club, and Landry's Select Club.

The terms will see Caesars’ shareholders receive $31 per share. Fertitta Entertainment will also acquire approximately $11.9 billion of Caesars' outstanding debt.

The transaction will be financed through a combination of equity contributed by Fertitta Entertainment, assumed Caesars' debt, and new committed debt financing arranged by a group consisting of 10 banks. It is subject to approval by Caesars’ shareholders and government regulators.

Fertitta Entertainment is the Houston-based company behind a diverse array of hospitality businesses, including The Golden Nugget, The Post Oak Hotel, River Oaks District, the Kemah Boardwalk, and Houston’s Downtown Aquarium.

It also operates a number of prominent restaurant brands, including Mastro's Restaurants, Del Frisco's Double Eagle Steakhouse, Morton's The Steakhouse, The Palm, McCormick & Schmick's, Landry's Seafood House, The Oceanaire Seafood Room, and Saltgrass Steak House.

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This article first appeared on CultureMap.com.