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.

------

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.

Ad Placement 300x100
Ad Placement 300x600

CultureMap Emails are Awesome

Health tech startup launches Houston study improve stroke patients recovery

now enrolling

A Houston-born company is enrolling patients in a study to test the efficacy of nerve stimulation to improve outcomes for stroke survivors.

Dr. Kirt Gill and Joe Upchurch founded NeuraStasis in 2021 as part of the TMC Biodesign fellowship program.

“The idea for the company manifested during that year because both Joe and I had experiences with stroke survivors in our own lives,” Gill tells InnovationMap. It began for Gill when his former college roommate had a stroke in his twenties.

“It’s a very unpredictable, sudden disease with ramifications not just for my best friend but for everyone in his life. I saw what it did to his family and caregivers and it's one of those things that doesn't have as many solutions for people to continue recovery and to prevent damage and that's an area that I wanted to focus myself on in my career,” Gill explains.

Gill and Upchurch arrived at the trigeminal and vagus nerves as a potential key to helping stroke patients. Gill says that there is a growing amount of academic literature that talks about the efficacy of stimulating those nerves. The co-founders met Dr. Sean Savitz, the director of the UTHealth Institute for Stroke and Cerebrovascular Diseases, during their fellowship. He is now their principal investigator for their clinical feasibility study, located at his facility.

The treatment is targeted for patients who have suffered an ischemic stroke, meaning that it’s caused by a blockage of blood flow to the brain.

“Rehabilitation after a stroke is intended to help the brain develop new networks to compensate for permanently damaged areas,” Gill says. “But the recovery process typically slows to essentially a standstill or plateau by three to six months after that stroke. The result is that the majority of stroke survivors, around 7.6 million in the US alone, live with a form of disability that prevents complete independence afterwards.”

NeuraStasis’ technology is intended to help patients who are past that window. They accomplish that with a non-invasive brain-stimulation device that targets the trigeminal and vagus nerves.

“Think of it kind of like a wearable headset that enables stimulation to be delivered, paired to survivors going through rehabilitation action. So the goal here is to help reinforce and rewire networks as they're performing specific tasks that they're looking to improve upon,” Gill explains.

The study, which hopes to enroll around 25 subjects, is intended to help people with residual arm and hand deficits six months or more after their ischemic stroke. The patients enrolled will receive nerve stimulation three times a week for six weeks. It’s in this window that Gill says he hopes to see meaningful improvement in patients’ upper extremity deficits.

Though NeuraStasis currently boasts just its two co-founders as full-time employees, the company is seeing healthy growth. It was selected for a $1.1 million award from the National Institutes of Health through its Blueprint MedTech program. The award was funded by the National Institute of Neurological Disorders and Stroke. The funding furthers NeuraStasis’ work for two years, and supports product development for work on acute stroke and for another product that will aid in emergency situations.

Gill says that he believes “Houston has been tailor-made for medical healthcare-focused innovation.”

NeuraStasis, he continues, has benefited greatly from its advisors and mentors from throughout the TMC, as well as the engineering talent from Rice, University of Houston and Texas A&M. And the entrepreneur says that he hopes that Houston will benefit as much from NeuraStasis’ technology as the company has from its hometown.

“I know that there are people within the community that could benefit from our device,” he says.

Texas Space Commission launches, Houston execs named to leadership

future of space

Governor Greg Abbott announced the Texas Space Commission, naming its inaugural board of directors and Texas Aerospace Research and Space Economy Consortium Executive Committee.

The announcement came at NASA's Johnson Space Center, and the governor was joined by Speaker Dade Phelan, Representative Greg Bonnen, Representative Dennis Paul, NASA's Johnson Space Center Director Vanessa Wyche, and various aerospace industry leaders.

According to a news release, the Texas Space Commission will aim to strengthen commercial, civil, and military aerospace activity by promoting innovation in space exploration and commercial aerospace opportunities, which will include the integration of space, aeronautics, and aviation industries as part of the Texas economy.

The Commission will be governed by a nine-member board of directors. The board will also administer the legislatively created Space Exploration and Aeronautics Research Fund to provide grants to eligible entities.

“Texas is home to trailblazers and innovators, and we have a rich history of traversing the final frontier: space,” Lieutenant Governor Dan Patrick says in a news release. “Texas is and will continue to be the epicenter for the space industry across the globe, and I have total confidence that my appointees to the Texas Space Commission Board of Directors and the Texas Aerospace Research and Space Economy Consortium Executive Committee will ensure the Texas space industry remains an international powerhouse for cutting-edge space innovation.”

TARSEC will independently identify research opportunities that will assist the state’s position in aeronautics research and development, astronautics, space commercialization, and space flight infrastructure. It also plans to fuel the integration of space, aeronautics, astronautics, and aviation industries into the Texas economy. TARSEC will be governed by an executive committee and will be composed of representatives of each higher education institution in the state.

“Since its very inception, NASA’s Johnson Space Center has been home to manned spaceflight, propelling Texas as the national leader in the U.S. space program,” Abbott says during the announcement. “It was at Rice University where President John F. Kennedy announced that the U.S. would put a man on the moon—not because it was easy, but because it was hard.

"Now, with the Texas Space Commission, our great state will have a group that is responsible for dreaming and achieving the next generation of human exploration in space," he continues. "Texas is the launchpad for Mars, innovating the technology that will colonize humanity’s first new planet. As we look into the future of space, one thing is clear: those who reach for the stars do so from the great state of Texas. I look forward to working with the Texas Space Commission, and I thank the Texas Legislature for partnering with industry and higher education institutions to secure the future of Texas' robust space industry."

The Houston-area board of directors appointees included:

  • Gwen Griffin, chief executive officer of the Griffin Communications Group
  • John Shannon, vice president of Exploration Systems at the Boeing Company
  • Sarah "Sassie" Duggleby, co-founder and CEO of Venus Aerospace
  • Kirk Shireman, vice president of Lunar Exploration Campaigns at Lockheed Martin
  • Dr. Nancy Currie-Gregg, director of the Texas A&M Space Institute

Additionally, a few Houstonians were named to the TARSEC committee, including:

  • Stephanie Murphy, CEO and executive chairman of Aegis Aerospace
  • Matt Ondler, president and former chief technology officer at Axiom Space
  • Jack “2fish” Fischer, vice president of production and operations at Intuitive Machines
  • Brian Freedman, president of the Bay Area Houston Economic Partnership and vice chairman of Wellby Financial
  • David Alexander, professor of physics and astronomy and director of the Rice Space Institute at Rice University

To see the full list of appointed board and committee members, along with their extended bios, click here.