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 digital health platform Koda lands strategic investment

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Houston-based advance care planning platform Koda Health has added another investor to the lineup.

The company secured a strategic investment for an undisclosed amount from UPMC Enterprises, the commercialization arm of the University of Pittsburgh Medical Center. The funding is part of Koda's oversubscribed series A funding round that closed in October, according to a release.

"UPMC Enterprises’ investment is a meaningful signal, not just to Koda, but to the broader market," Dr. Desh Mohan, chief medical officer and co-founder of Koda Health, said in the news release. "It validates that health systems are ready to invest in infrastructure that makes advance care planning work the way it should: proactively, at scale, and with the human support that these conversations require. Having UPMC Enterprises as a strategic investor puts us in a unique position to prove what's possible."

Koda has raised $14 million to date, according to a representative from the company. Its series A round was led by Evidenced, with participation from Mudita Venture Partners, Techstars and the Texas Medical Center last year. At the time, the company said the funding would allow it to scale operations and expand engineering, clinical strategy and customer success. The company described the round as a "pivotal moment," as it had secured investments from influential leaders in the healthcare and venture capital space.

Koda Health, which was born out of the TMC's Biodesign Fellowship in 2020, saw major growth last year, as well, and now supports more than 1 million patients nationwide through partnerships with Cigna Healthcare, Privia Health, Guidehealth, Sentara, UPMC and Memorial Hermann Health System.

The company integrated its end-of-life care planning platform with Dallas-based Guidehealth in April 2025 and with Epic Systems in July 2025. It also won the 2025 Houston Innovation Award in the Health Tech Business category. Read more here.

New 'living pharmacy' biotech company launches out of Rice venture studio

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Rice University’s biotech venture studio RBL LLC has launched a new “living pharmacy” company, Duracyte, designed to make cancer treatment easier on patients.

Backed by an up to $45 million Advanced Research Projects Agency for Health (ARPA-H) award, Duracyte aims to commercialize implantable biohybrid pharmacy devices that are designed to produce therapeutic proteins inside the human body around the clock, replacing the need for regular injections and infusions for some cancer patients.

The company’s main platform is its Hybrid Advanced Molecular Manufacturing Regulator (HAMMR), a rechargeable, implantable device that can sense biological signals, monitor tumor environments and adjust therapeutic output in real time. HAMMR has wireless communication capabilities, which allow patients and clinicians to remotely monitor results through an app every five minutes and make changes to treatment plans without a hosptial visit. Additionally, the device can generate its own oxygen supply, which is key for the therapeutic cells’ survival.

“Biologic medicines such as monoclonal antibodies, cytokines and metabolic regulators already account for a significant share of modern therapeutics, but the way we deliver them today often requires frequent injections or infusions that can be demanding for patients and lead to inconsistent drug levels,” Daniel Anderson, MIT professor and co-founder of Duracyte, said in a news release. “Our vision is to enable a continuous, stable therapy by producing these medicines directly inside the body, which could improve treatment consistency, reduce side effects and ultimately transform how biologic therapies are delivered across many diseases.”

Duracyte’s first clinical trial is slated to begin by the end of 2026 and will focus on recurrent ovarian cancer. The Phase I study will build upon existing work on encapsulated cytokine pharmacy technology, and the company hopes that within a few years this treatment can reach clinical application.

The development of Duracyte is supported by ARPA-H's Targeted Hybrid Oncotherapeutic Regulation (THOR) project, which supports a multidisciplinary research consortium co-led by Omid Veiseh, a professor of bioengineering at Rice. The consortium also includes others at Rice, The University of Texas MD Anderson Cancer Center, Stanford University, Carnegie Mellon University, Northwestern University and the University of Houston, plus industry collaborators like Chicago-based CellTrans.

“What we are building is the culmination of years of progress in cell engineering, biomaterials and implantable device technology,” Veiseh added in the release. “By combining these advances with real-time sensing and adaptive drug delivery, we are working with the support of RBL to create a true ‘living pharmacy’ that can deliver continuous, precisely controlled biologic therapies and fundamentally change how these treatments reach patients.”

RBL launched in 2024 and is based out of Houston’s Texas Medical Center Helix Park. Duracyte is the third company launched by RBL, including Sentinel BioTherapeutics, a clinical-stage immunotherapy company developing localized cytokine therapies for solid tumors, and SteerBio, a regenerative medicine company targeting lymphedema.

“Duracyte exemplifies the kind of breakthrough that Houston’s ecosystem is built to produce,” Paul Wotton, managing partner of RBL LLC and co-founder of Duracyte, added in the release. “With world-class clinical infrastructure, exceptional engineering talent and initiatives like the Texas Biotech Task Force driving alignment across industry, investment and talent, this region is uniquely positioned to move the most ambitious ideas in medicine from concept to patient, faster than anywhere else.”