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 food giant Sysco to acquire competitor in $29 billion deal

Mergers & Acquisitions

Sysco, the nation's largest food distributor, will acquire supplier Restaurant Depot in a deal worth more than $29 billion.

The acquisition would create a closer link between Sysco and its customers that right now turn to Restaurant Depot for supplies needed quickly in an industry segment known as “cash-and-carry wholesale.”

Sysco, based in Houston, serves more than 700,000 restaurants, hospitals, schools, and hotels, supplying them with everything from butter and eggs to napkins. Those goods are typically acquired ahead of time based on how much traffic that restaurants typically see.

Restaurant Depot offers memberships to mom-and-pop restaurants and other businesses, giving them access to warehouses stocked with supplies for when they run short of what they've purchased from suppliers like Sysco.

It is a fast growing and high-margin segment that will likely mean thousands of restaurants will rely increasingly on Sysco for day-to-day needs.

Restaurant Depot shareholders will receive $21.6 billion in cash and 91.5 million Sysco shares. Based on Sysco’s closing share price of $81.80 as of March 27, 2026, the deal has an enterprise value of about $29.1 billion.

Restaurant Depot was founded in Brooklyn in 1976. The family-run business then known as Jetro Restaurant Depot, has become the nation's largest cash-and-carry wholesaler.

The boards of both companies have approved the acquisition, but it would still need regulatory approval.

Shares of Sysco Corp. tumbled 13% Monday to $71.26, an initial decline some industry analysts expected given the cost of the deal.

Houston researcher builds radar to make self-driving cars safer

eyes on the road

A Rice University researcher is giving autonomous vehicles an “extra set of eyes.”

Current autonomous vehicles (AVs) can have an incomplete view of their surroundings, and challenges like pedestrian movement, low-light conditions and adverse weather only compound these visibility limitations.

Kun Woo Cho, a postdoctoral researcher in the lab of Rice professor of electrical and computer engineering Ashutosh Sabharwal, has developed EyeDAR to help address such issues and enhance the vehicles’ sensing accuracy. Her research was supported in part by the National Science Foundation.

The EyeDAR is an orange-sized, low-power, millimeter-wave radar that could be placed at streetlights and intersections. Its design was inspired by that of the human eye. Researchers envision that the low-cost sensors could help ensure that AVs always pick up on emergent obstacles, even when the vehicles are not within proper range for their onboard sensors and when visibility is limited.

“Current automotive sensor systems like cameras and lidar struggle with poor visibility such as you would encounter due to rain or fog or in low-lighting conditions,” Cho said in a news release. “Radar, on the other hand, operates reliably in all weather and lighting conditions and can even see through obstacles.”

Signals from a typical radar system scatter when they encounter an obstacle. Some of the signal is reflected back to the source, but most of it is often lost. In the case of AVs, this means that "pedestrians emerging from behind large vehicles, cars creeping forward at intersections or cyclists approaching at odd angles can easily go unnoticed," according to Rice.

EyeDAR, however, works to capture lost radar reflections, determine their direction and report them back to the AV in a sequence of 0s and 1s.

“Like blinking Morse code,” Cho added. “EyeDAR is a talking sensor⎯it is a first instance of integrating radar sensing and communication functionality in a single design.”

After testing, EyeDAR was able to resolve target directions 200 times faster than conventional radar designs.

While EyeDAR currently targets risks associated with AVs, particularly in high-traffic urban areas, researchers also believe the technology behind it could complement artificial intelligence efforts and be integrated into robots, drones and wearable platforms.

“EyeDAR is an example of what I like to call ‘analog computing,’” Cho added in the release. “Over the past two decades, people have been focusing on the digital and software side of computation, and the analog, hardware side has been lagging behind. I want to explore this overlooked analog design space.”