, :;ii if'!lJi:;:''&&:!:;:il;s!i: !5ii;!! i^m. '^T".^'^v,-a.ik < r * '*o^T1>C* HD28 .M414 51 DEWEY i\o n ALFRED P. WORKING PAPER SLOAN SCHOOL OF MANAGEMENT Firm Diversification and CEO Compensation: IVIanagerial Ability or Executive Nancy Entrenchment? L. Rose, Center for Advanced Study Behavioral Sciences, MIT and NBER Andrea Shepard, Stanford and NBER April 1994 MASSACHUSETTS INSTITUTE OF TECHNOLOGY 50 MEMORIAL DRIVE CAMBRIDGE, MASSACHUSETTS 02139 in the Firm Diversification and CEO Compensation: Managerial Ability or Executive Entrenchment? Nancy L. Rose, Center for Advanced Study Behavioral Sciences, l\/IIT and NBER Andrea Shepard, Stanford and NBER April 1994 Working Paper No. 3684-94 in the '^M.I.T. ImRAhiES 3 Firm Diversification and CEO Compensation: Managerial Ability or Executive Entrenchment? Nancy L. Rose Center for Advanced Study in the Behavioral Sciences, MIT and NBER Andrea Shepard Stanford University and NBER April 1994 Data for a sample of 558 CEOs over 1985-1990 suggest substantial compensation premia for managers of diversified firms. The CEO of a firm with two distinct lines of business averages 1 to 12 percent more in salary and bonus and 1 to 17 percent more in total compensation than the CEO of a similar-sized but undiversified firm, all else equal. This corresponds to average 1990 salary gains of $115,000 to $145,000 per year for our sample. Diversification may raise pay because the CEO's job requires higher ability or because it is associated with CEO entrenchment. If ability explains the correlation, we would expect the diversification premium to be invariant to tenure. Entrenchment models suggest higher premia for more experienced (more entrenched) CEOs, and an increase in compensation when the CEO diversifies the firm. The data support an ability model over an entrenchment explanation. The diversification premium is unaffected by tenure, and increasing diversification reduces compensation for incumbent CEOs, all else equal. Abstract. We are grateful to the National Science Foundation, the MIT Center for Energy and Environmental Policy Research, and the Alfred P. Sloan Foundation for financial support of this project. This research was undertaken while Rose was a fellow at the Center for Advanced Study in the Behavioral Sciences. We thank Severin Borenstein, Ben Hermalin, Paul Joskow, Richard Lambert, Edward Lazear, James Poterba, Garth Saloner and Mark Wolfson, and participants in the Stanford Brown Bag Lunch and the NBER Industrial Organization program for helpful discussions, and Justin Adams for data assistance. I. INTRODUCTION The economics and management strategic literatures of the past decade have grown increasingly skeptical about the value of combining several lines of business within a The single firm. positive literature has noted the negative response of the stock markets to diversifying mergers and the relatively The normative literature effort to in the 1 970s to a diversified understand (e.g., Lang and 1 990) Stuiz, 1993). more tempered discussion of how corporate its parts why diversification failed to information on produce the performance gains 1960s conglomerate merger wave has produced two sharply enterprises, connection between find Morck, Shieifer and Vishny, whole more valuable than the sum of divergent classes of explanations. We (e.g., 1985). anticipated during the diversified 980s 1 has shifted from an enthusiasm for portfolio management managers might make the The the poor performance of diversified firms within diversified firms (e.g., Porter, in the One focuses on other on managerial entrenchment. CEO compensation and 558 CEOs in 418 the difficulty of managing firms over firm diversification. 1985-1990 Both imply a This study uses to explore this connection. evidence of significant compensation premia for managers of diversified We enterprises. use patterns in these premia to explanations from those based on managerial some type is undertaken if it entrenchment ability. Ability-based explanations focus on the difficulty of Diversification distinguish managing a diversified firm. increases the expected value of the firm through of synergy or spillover across the lines of business. Realizing the potential value of these synergies depends on the ability of top management. If diversification increases the value the firm places on managerial talent, more diversified firms hire more able CEOs. Because talent, CEOs ability at diversified firms will counterparts at less diversified firms. premium will be invariant to earns a premium in the market for corporate be more highly compensated than are Ability will models imply that the their diversification CEO tenure, and that incumbent CEOs who diversify their 2 firms will be paid less than CEOs who matched are optimally to the firm's new, higher level of diversification. Proponents of managerial entrenchment explanations argue that diversification frequently is undertaken by self-serving managers to increase the value of compensation packages, even when One simple story is their diversification reduces the value of the firm. that diversification is way an easy to increase firm size when antitrust constraints restrict acquisitions within a firm's existing lines of business. Boards of Directors reward CEOs for firm diversify even when does not contribute to shareholder wealth. it argument, and the one on which scope of the firm to match we focus here, their particular talents. good match between top executives and the be captured by the CEO compensation increases correlation for diversification premia for ability variables known These which are dominated by statistically significant diversification diversify their firms, a positive This in is confirmed and smaller in CEO in total and other our sample of the position for more than interfirm variation, premia in two 480 years. suggest economically and compensation. Firms with two on average, 10 to 12 percent more Compensation increases into additional business These models predict explanations imply a positive cross-sectional correlation CEOs- those who have been firms. may than for incumbent CEOs. to affect compensation. and 13 to 18 percent more change the firm diversification, holding constant firm scale distinct lines of business pay, subtle creates managerial rents that diversification in the cross-section, "experienced" results, it A more diversification creates a uniquely who incumbent CEOs new CEOs between compensation and firm, If incentive to that top executives is and Vishny, 1989). (Shieifer between compensation and Both entrenchment and CEOs may have an size, If compensation than do in salary and bonus similar but undiversified further, but in smaller increments, with diversification segments. 3 The power to distinguish between and entrenchment explanations comes from ability examining diversification premia for new CEOs and from specifications to isolate the response of compensation to initiated of 172 by incumbent CEOs. first-year CEOs. The increase CEOs in premium diversification for our sample roughly equal to that earned by the panel of experienced is compensation. all changes We find that the diversification first-difference results diversification, estimating first-difference suggest that increasing diversification Indeed, else equal. suggest a data the premium These patterns provide strong support for fails to reducing for ability-based explanations over managerial entrenchment explanations of diversification premia. The paper organized as follows: is In section III. II. discuss the CEO compensation and explanations of the connection between The data and we II, two competing firm diversification. empirical specification used to test these views are described Results are presented DIVERSIFICATION in in section section IV, followed by a brief conclusion. AND EXECUTIVE COMPENSATION There are two general views of the relationship between diversification and compensation. The first is CEO align the interests of the compensation will reflect diversification affects own may compensation, or based on this it is this, The opposing view diversification CEOs have If because diversification changes the value is general perspective as managerial that CEOs have considerable latitude These objectives at the expense of shareholders' interests. include if Given the CEO's contribution to the value of the firm. compensation, input or "ability" models. objectives with those of the firm's stakeholders. We refer to models taking this of managerial input. to pursue their predicated on a belief that market mechanisms effectively if it enables a taste for diversification view as "entrenchment" models. CEOs itself. We discuss to We increase refer to their models below the implications of these competing explanations for the relationship between executive compensation and firm diversification. A common CEO and Diversification Ability justification for diversification is potential synergies or spillovers across Broadly interpreted, these include spillovers from lines of business. R&D activities, synergies from capabilities applicable to multiple lines of business, economies of scope from slack resource constraints or amelioration of market power downstream markets through vertical integration. These by an increased load on limited managerial inputs. CEO managerial input at the may Diversification Hambrick, 1 level is likely to upstream or potential gains may be offset In particular, in it the demand (Finkelstein more than one industry requires the CEO to understand A CEO of a firm in Managing diverse and different lines of industry business structures, and different may require deploying a broad several, multiple lines of business must evaluate competitive strategies for product lines that customers, and increases the complexity of the resource allocation potentially quite disparate, product markets. different for increase with firm diversification. increase the complexity of the CEO's job 989); at a minimum, decision. Operating in may have competitors. variety of resources capabilities. Finally, realizing potential synergies involves facilitating coordination and communication across business groups within the firm. All these factors suggest that the firm's marginal return to executive talent will increase with diversification. In an market for managerial efficient compensation at more compensation can be talent, this higher return will lead to higher Equilibrium effects of diversification on diversified firms. illustrated in a simple higher ability are matched with positions higher (Rosen 1982, productivity of all managers make a ability realized Waldman in In workers below them which the marginal return to is ability is these models, managers contribute to the in the firm's hierarchy, and more able larger contribution than less able by the firm of higher ability 1984). in matching model, where managers with managers. The marginal return to the increment to productivity caused by hiring a person a given position and is a characteristic of the firm. Characteristics 5 that increase the marginal return to ability effects: in the ability of those selected to fill connpensation associated with the position This argument and diversification index in for CEO positive a will is equilibriunn be greater, and the will be higher. correlation, between paribus, ceteris firm compensation, and a positive coefficient on a diversification Since the ability of the CEO in not a function of tenure, the predicted diversification premia are the new and experienced CEOs.^ Matching models provide diversification have two will the position cross-sectional compensation regressions. these models same implies the position little guidance on the expected impact of changes on the compensation of incumbent CEOs. costless, these models imply that replace the current CEO with one scope. Because CEO to retaining the incumbent turnover suggests that changes in changes is CEO whose in If CEO ability optimally matches the as long as the mis-match may replacement were diversification should lead the firm to costly to both the firm and the diversification is lead to bargaining who have firm's CEO, there new is value not too severe. This between the CEO and As the firm, with both parties sharing the costs of the mis-match. compensation of incumbent CEOs in a result, the increased their firm's diversification should be less than the compensation that would be earned by a new, optimally- matched CEO. their firm's Similarly, the compensation earned by incumbents compensation should be higher than that of the matched CEO. This suggests that the and changes in compensation between compensation and for correlation incumbent CEOs diversification who have less able, but optimally between changes will observed reduced in diversification be smaller than the correlation in the levels regressions. Compensation empirically tends to increase slightly with tenure in the position, which may reflect human capital accumulation. Unless the ability to manage a ' diversified firm increases differentially with tenure, this should not affect the diversification premium. 6 Diversification An and Management Entrenchment between alternative explanation for the relation compensation is A managerial entrenchment. popular press accounts of top possible misalignments management growing academic for aligning incentives CEO literature as well as large public corporations focuses in between shareholders' The primary mechanisms firm diversification and interests -- on and the CEO's objectives. pay-for-performance, monitoring by shareholders or their representatives, and the market for corporate control -- might not be sufficiently powerful or precise to prevent self-serving decisions that are good for managers but not insufficient for owners. Executive compensation schemes, (e.g., ). The market mismanagement, incurred argued, provide Jensen and Murphy, 1990). Boards of Directors may have inadequate information and incentives to monitor and control 971 is performance incentives to make shareholder wealth maximization the top executive priority 1 it in its which may for corporate control, is at best an imperfect CEO behavior (Mace, discipline particularly egregious mechanism given the transactions costs use. Absent effective controls on executive behavior, CEOs may pursue a variety of objectives (including, perhaps, increased diversification), regardless of whether they are consistent with shareholders' objectives. decisions, there are a compensation might be change the of linked. Some The and first is match by risk are held a variant on the which risk. There diversification directly affect direct influence of diversification arguments that imply a relationship between size enforce self-serving of these are indirect: firm's size or risk profile, both of the presence of controls for scale and when CEOs can channels through which diversification variety These explanations suggest no If are, and may compensation. on compensation in however, two entrenchment diversification and compensation even constant. ability diversifying the firm. matching model Shieifer in which the CEO creates a good and Vishny (1989) argue that CEOs may use 7 diversification to increase their value to the firm if create an industry mix for which his/her managerial increasing the value to the firm of his/her specific negotiate a higher their firms of much smaller for manage the This will and compensation diversification could have diversified their firms) qualified to first between link.^ in capital, the if tend for difference specification, changes to CEO CEOs who this is the is able to diversify dominant source generate experienced positive CEOs (those the levels equations. Compensation premia new CEOs, who by assumption firm than are the to are uniquely well-suited. By human should be rewarded with higher compensation correlations should be skills the Board of Directors.^ Incumbent diversification-compensation a who wage with CEO diversification enables the CEOs who are discretely less well- created the diversification. in diversification In a and compensation should be correlated. A second argument for a linkage managers have a taste who are for both more powerful between compensation and more diversification vis-d-vis their diversification is that and higher compensation.* CEOs Boards are better able to implement their preferences, leading to both greater diversification and higher compensation at these firms. This implies diversification, a positive cross-sectional correlation and a positive correlation between changes in between pay and diversification and ^ The compensation increase will depend on the difference between the value to the firm of the incumbent CEO and the value of the next best qualified manager. This can be thought of as the rent value of the incumbent CEO's unique talents. Note that this argument implicitly assumes that the CEO cannot seek employment with a firm already active in the areas to which she/he is uniquely well-suited and that it is easier for the CEO to affect the scope of the firm than the level of CEO compensation. ^ If the rent value of a CEO's human capital were maximized by specializing the firm, this model suggests that entrenched managers would reduce diversification. In this case, compensation would be negatively correlated with diversification in both cross-sections and first-differences. * The compensation preference seems CEOs may like diversification because it is a GE's 1976 acquisition of a billion dollar mining company, for example, was attributed by the business press to a desire by the CEO to make a 'lasting imprint on his firm" (Fortune, August 1977). Roll (1986) argues that acquisition decisions in general may be the result of CEO 'hubris', a belief that they are uniquely well qualified relatively easy way to evaluate and/or clear. to affect the direction of the firm. manage the target firm. 8 changes in compensation, entrenchment. Entrenchment more opportunity a constituency both caused is lil<ely by unobserved variations because the CEO has to increase with tenure to influence the composition of the Board of Directors among managers within CEO in the firm. This suggests that and to build new CEOs should average smaller estimated diversification premia than those of experienced CEOs.^ III. AN EMPIRICAL MODEL OF COMPENSATION We explore the effects of diversification on measure of (see CEO compensation by embedding diversification in a standard empirical Joskow, Rose, and Shepard, 1993). a model of executive compensation Compensation is a function of firm characteristics such as size, financial performance, and the extent of diversification; CEO characteristics such as age and tenure; and industry shifts in norms and economy-wide managerial compensation, captured by industry and year fixed effects. The data and specification of the compensation equation are described below. Data This study combines information on Forbes' annual CEO compensation CEO compensation and characteristics from survey with information on firm characteristics from Standard and Poor's Annual and Industry Segment Center for Research on Security Prices (CRSP) returns financial services or regulated industries, leaving match across our four data sources.^ COMPUSTAT files. We files and the delete firms 1830 CEO-years over 1985-90 The analysis of "experienced" ^ Sample selection biases also may induce a positive correlation between tenure and unobserved entrenchment: as, for example, if more entrenched managers are able to stay CEO position longer than the average CEO. that CEOs in in is the ' Firm deletion is based on their primary industry assignment, as recorded by COMPUSTAT. Regulated industries during our sample period include electric or gas utilities, gas pipelines, and telephone service. Regulated and financial services industries are omitted due to noncomparability in firm data and differences in the structure and level of compensation across these and the remaining industries in our sample (Joskow, Rose, and Shepard, 1993). The short sample period is due to the restricted span (7 years maximum) of COMPUSTAT's Industry Segment Hie. 9 restricted to those with more than two years of tenure yields a panel data set of 1 of new CEOs Table 1 through is reports 3; 505 observations on 480 CEOs based on 172 CEOs summary summary in whom we observe statistics for the first-year 403 CEO This position. firms. in their first experienced statistics for the in CEO the Our analysis year of office. panel in sample are reported in columns column 1 4. Variable descriptions follow below. Compensation Measures. salary and We use two measures of bonus (SALARY), whether current or deferred. compensation is relatively well-defined inclusive This first is component of and consistently measured across firms and The second, over time for our sample period. most CEO compensation. The total compensation (TOTAL), measure of compensation reported by Forbes. It is the includes benefits, long-term and contingent compensation, and net gains from the exercise of stock options, stock appreciation rights and stock accrual rights (collectively referred to TOTAL mismeasures below as "options"). First, it understates current compensation current compensation for in years that options grants; the ex ante value of options Second, it overstates current compensation the entire ex post gain measure of The mean $1.9 total real Table million (see slightly years that options are exercised, in It is, however, the best our data set.' in our sample 1, column 1).^ is $1.1 million; CEOs mean TOTAL compensation at undiversified firms (column is 2) earn (column 3), although the differences are not statistically significant. Forbes does not provide sufficient information on options awards to support a more if one could solve the valuation problem for unexercised options. sophisticated treatment, even " when lower average salaries and total compensation than their counterparts at diversified firms ' compensation receive substantial not recorded as compensation. attributed to current compensation. is SALARY in is CEOs two reasons. Dollar amounts are all inflated to 1 990 constant dollars using the implicit GNP deflator. 10 Firm Characteristics. We identify three firm characteristics as potentially important determinants of executive compensation levels: diversification, size, and financial performance. Diversification. Data on a firm's major business activities are reported in the business segment section of the Securities and Exchange Commission 10-K reports beginning in The 1976 1977. Financial Accounting Standards Board standard for reporting these data allows firms considerable latitude in defining business segments: [N]o single set of characteristics is universally applicable in determining the industry segments of all enterprises, nor is any single characteristic Consequently, determination of an enterprise's industry segments must depend to a considerable extent of the judgement of the management of the enterprise. (SFAS No. 14, determinative in all cases. Paragraph 12) While the standard rejects common classification schemes as inadequate, encourages identifying those businesses operating Once segments segments. data for all therefore, is at least required to report data on language product markets as companies are required are defined, segments contributing in distinct its to report segment 10 percent of the firm's revenue. No firm, more than ten segments. We obtain business segment data from COMPUSTAT's Industry Segment Files, which record seven years of segment data for each covered company. a primary 4-digit SIC code to each reported reported segments. We use these COMPUSTAT assigns segment and records revenues data to construct two indices for most of firm 11 similar results for both The simplest we While they have different characteristics, diversification.^ measures. diversification index segments reported for obtain qualitatively is a count of the number of unique 4-digit SIC each year (NUMSEG). This index weights Distributions of firms and observations over NUMSEG all segments are described in code equally. Table 2. Approximately one-third of our observations are for firms reporting only one segment, and multi-segment firms report 3.4 segments on average.'" A more complex diversification index, segments. distribution of DIVERSE is DIVERSE, incorporates information on the defined as NUIklSEG DIVERSE where segment sales are the sales the is sum segment of = 1 - 52 1 segment sales, company sales sales reported for the business segment, sales for the firm. This measure, which and company is one minus Herfindahl index for the firm's business segments, increases (nonlinearly) number of segments, holding constant the variance of segment the variance of segment sales shares, holding constant the ^ We size size, number in a the and declines in of segments." measure of diversification, which ranked as more diverse segments that were 'distant' from each other, similar in spirit to Gollop measured distance between a pair of industry segments by the also experimented with a third firms operating in industry and Monahan (1991). We probability of observing the given pair of industries within a single firm, using the universe of business segment data to construct probabilities. small, this '" a measure had The number mean change of 2.47 in in little power to distinguish Because most of the among probabilities were quite diversified firms. segments declines slightly over time, from a mean of 2.79 in 1985 to 1990. This decline may reflect both a decline in firm diversification and a of reported reporting behavior (see Lichtenberg, 1991). Similar measures have been used in a few earlier studies of diversification; see Ravenscraft and Scherer (1987), Gollop and Monahan (1991), and Comment and Jarrell (1992). ^^ 12 Thus, a firm with two equal-sized segments is ranked as more diversified than a firm with two unequal segments. As a result, this index can be sensitive to the fact that a firm with two equal-sized segments which the two-segment firm in construction, DIVERSE has upper bound of 0.90 segment). a lower is 0.48. distribution of business require different managerial inputs than a segments represents 90 percent of bound of zero (for single segment for DIVERSE Because it segments, our is is 0.32, and the mean firms) initial analysis focuses on and an in each for firms with number and sensitive to both the By sales. ten-segment firm with 10 percent of sales (for a The sample mean segments multiple larger may size DIVERSE. Firm Size. Measures of firm scale are included to account for the well-documented relationship total between compensation and company revenues (SALES); we firm size.^^ Most studies measure scale by also consider controlling for the number of employees (EMPLOY). These two measures are highly correlated and, as the data reported in Table 1 show, the firms Annual revenues average over $6 firm has 40,000 employees. in our sample are quite large billion in both dimensions. constant 1990 dollars, and the average Diversified firms are larger firms for both scale measures. in on average than undiversified ^^ Firm Finar)cial Performance. While the theoretical and empirical literature suggests a positive correlation between firm financial performance and CEO pay, there is little consensus on the functional form of the relationship or the correct measures of ^^The positive relationship between firm size and executive compensation is one of the more robust empirical regularities in the large literature on top executive pay- The formal ability matching models, beginning with Rosen (1982), have been motivated in part by a desire to explain this cross-sectional relationship. Others (e.g., Baker, Jensen and Murphy, 1988) have argued that the tendency of Boards of Directors to reward firm size may be an artifact of rule-of-thumb heuristics for determining CEO pay popularized by executive compensation consultants. ^^ All noted differences in raw means between the diversified significant at the .01 level or better, unless otherwise noted. and undiversified subsamples are 13 Fortunately, our empirical analysis suggests that the diversification profitability. how we estimates are relatively robust to We control for performance. consider two measures of firm profitability: common equity (MKTROR) and (ACCROR). Despite the the stock market rate of return on the accounting rate of return on book equity similarity in overall mean returns (.18 for market and .15 for accounting), the correlation between these variables is While only .24. we from several performance specifications, the data appear to prefer a results specification that includes current and lagged market and accounting returns determination of CEO compensation. Following Joskow and Rose (1994), one- and two-year lags we can implies that who have The full in market return and one-year lags estimate the held the office for full model only in compensation due to return variance may for in in the we include accounting return. This "experienced" CEOs, i.e., those more than two years. return specification includes a differences Lower report measure of stock price volatility to control for differential riskiness of firms' profit streams. lessen the probability of large negative returns that could lead the Board to replace the CEO (Amihud and Lev, 1 981 or lead to bankruptcy that ) terminates employment (Rose, 1992). Diversification also may reduce agency costs by improving the information available to the Board of Directors about the CEO's quality, therby reducing the 1993). If CEO's compensation risk (Aron, 1 988, Hermalin and Katz, the base salary includes an "insurance" component that reflects risk-return trade-offs, should it fall with reduced variance. Financial risk is indexed by the standard deviation of the firm's weekly stock market return over the fiscal year, SDRET. Consistent with previous research Stuiz, 1993), average The average market versus 16% profitability return is six (e.g., is Montgomery and Wernerfelt, 1 higher at the undiversified firms 988; Lang and in our sample. percentage points higher at undiversified firms (22% for diversified firms); the average accounting return is two percentage 14 (16% versus 14% points higher for these firms for diversified firms). The higher mean SDRET returns at undiversified firms are associated with higher return variance. averages 4.6 percentage points for undiversified firms, compared to 4.1 percentage points for diversified firms. CEO Characteristics. Prior work suggests that have significant effects on compensation levels. variables recording the chief executive's age CEO (CEOTEN), tenure as a a We dummy may use Forbes data to construct when appointed CEO if variable equal to the (AGE), years of CEO was one if the hired from CEO was the (FOUNDER).^* There are notable differences diversified age, tenure, and background dummy variable equal to one outside the firm (OUTSIDE), and a firm's founder CEO and undiversified firm, diversified firms are (14% versus 18%).^^ they assume the CEO of this age difference, in the distributions of firms. even While most CEOs CEO characteristics between are promoted from within the less likely to hire outsiders than are undiversified firms Diversified firms' CEOs are on average four years older when position than are those at undiversified firms. Perhaps because CEOs have a shorter average tenure as at diversified firms also CEOs (10.4 years versus 12.7 years for undiversified firms).'® There are very few founders the sample, but the probability that the in segment single commitment firms. This may reflect more CEO is a founder is specialized expertise, to the original line of business by founding larger for a greater CEOs, or differences in firm age. '* OUTSIDE is ^^ '* which one for a CEO who was employed by the firm fewer than four years CEO and who was not the firm's founder. The results are not sensitive to set equal to before appointment as the four year cutoff. Significantly different at the .09 level. Recall that these is means on the CEO having more than 2 years of tenure, the experienced CEO panel. are conditional a criterion for inclusion in 15 CEO compensation Industry and Time Effects. norms and economy-wide movements Shepard, 1993). in real We compensation compensation industries into "industry groups" (see {6^) to control for aggregate shifts To accommodate differences over time. levels across industries, strongly influenced by industry executive pay (see Joskow, Rose, and in introduce year fixed effects levels is we first classify similar two-digit SIC Appendix Table A1). We in that year. weighted average of effects for The fixed effect for mean code then calculate the share of the firm's revenues derived from each industry group for which business segment sales in it reports each observation is the each industry group, using these revenue shares as weights:^' K WTGROUPj, = J^a^SHARE^. k-1 where SHARE|^j^ in is industry group k only in industry the proportion of sales firm in year t, and a^^ is j has attributed to business segments the industry fixed effect for a firm operating k. Econometric Specification For the full panel of experienced CEOs we estimate the following basic compensation equation: Some previous work has assigned each observation to a single industry group based on the primary SIC code for the firm (as recorded by CRSP or COMPUSTAT). If compensation at a diversified firm is based on the set of industries in which it operates rather than its primary industry only, this procedure could mis-estimate the diversification coefficient. When we estimate our model with only a primary industry effect, the diversification coefficients are slightly higher than, ^^ but otherwise quite similar to, those we report below. , 16 ln(CEO COMPENSATION,^ where denotes the CEO, i = p, j DIVERSE,, + P4SDRET,, + P7OUTSIDE, + WTGROUPp denotes the subscript has been added because RETURN is This specification consistent appointment, is (<5j) + Pa assumes a constant with and + PftAGE, FOUNDER, + 6, + €„ and firm, observe elasticity of most previous financial shift the P3RETURN,, t denotes the year. nnultiple CEOs The CEO for sonne firms. (ACCROR, MKTROR and lags of the corresponding parameter vector. compensation with respect to firm DIVERSE, CEO tenure, age studies. performance proportional impact on compensation. effects P5CEOTEN,, a vector of firm performance measures these variables); P^' size, we + + Pg '"(SALES,,) + all are assumed to at have a constant OUTSIDE, FOUNDER, WTGROUP, and year compensation curve up or down. The reported regressions adjust the standard error estimates for possible heteroskedasticity and within-CEO correlation in the error, IV. €,^.^^ RESULTS Results for several variants of the basic compensation equation are reported below. We first describe observations on models of compensation estimated on our panel of 1505 480 experienced CEOs over 1985-1990. We then investigate '* Both the ability model and some versions of the entrenchment model imply that the error contains a CEO-effect that is correlated with both diversification and compensation. In the case of ability models, this CEO-effect ('unobserved ability') is what drives the predicted positive cross- sectional correlation. Entrenchment effects ('CEO power') play a similar role in the "taste for The first-difference specifications can be thought of as implicitly diversification' explanations. conditioning on (or removing) the CEO- or firm-specific component of the error. The implications of this conditioning vary across the ability and entrenchment explanations as described in section II. This is what gives the data power to distinguish empirically between the explanations. 17 we whether the patterns CEOs in their first observe panel of experienced in this CEOs year of tenure. This allows us to distinguish diversification effects due to job characteristics from those due to actions a CEO undertakes management the top position. compensation to changes their in Our third set of estimates measures of after analyzes the response of diversification of their firms. Finally, diversification assuming These examine whether CEOs can diversification. compensation by increasing the alternative also apply to to the identify we explore form precise raise the of compensation-diversification relationship. Panel Estimates of Diversification Premia Table 3 reports parameter estimates for variants of the compensation equation using our panel data set of 1 505 CEO-years. In specifications reported here and the broad range of alternative specifications explored in preliminary analysis, increases with the level of diversification reported by the firm. statistically and economically significant. Consider, for CEO compensation This effect is both example, the effect of moving from an undiversified, single segment firm to the same size firm with two equal-sized business segments, a standard deviations. SALARY and to by about raise move An 12% that increases DIVERSE from 0.0 increase of this magnitude by 13% '" $250,000 sample means. ^° To in The calculate the effect of this is estimated to raise 3%; columns 2 through (standard error, proportions correspond to an increase of roughly at the DIVERSE (standard error of the estimate, TOTAL compensation increase of over in $140,000 5%; column in move in percentage terms, 5).^^ DIVERSE all coefficient generally we compute exp ( 0.5 /^diverse our log-linear model of compensation is normally distributed, predicted be log-normal, and calculated as exp(X^ + WTGROUP + 6, + variance(e)/2). The corresponding compensation increases for a one standard deviation (.27) increase in DIVERSE are $75,000 to $82,000 in SALARY and over $143,000 in TOTAL If the error compensation in in dollars will These else constant 1.0. ^° 4), predicted salary and an predicted total compensation, holding point estimates of the two to 0.5, or about ' 18 are stable, although they tend to increase slightly with nnore complete controls for firm performance; compare column financial with column 2, which adds current 1 accounting return and lagged return variables to the model. The other coefficients reported largely unaffected Table 3 are consistent with earlier studies and in compensation with respect to firm SALARY and .33 (.02) for additional scale variable in is measured by SALES, size, TOTAL compensation. column 4 adds on the estimated diversification premium The by the inclusion of diversification measures. little in about .25 (.01) for Including employees as an explanatory power and has no effect This suggests the diversification coefficient.^^ not due to simple differences is elasticity of labor scale or intensity across diversified and undiversified firms. CEO pay varies directly with both accounting and market returns, and the estimated sensitivity of pay to firm performance included, consistent with results example, increasing market return a SALARY year, increase of in in in much larger once lags Joskow and Rose (1994). in performance are In column in the current year, the third year. An 1.7% (0.5%) in SALARY and 5.7% (1.6%) 3.5% SALARY. The estimated performance is .4%) increase greater for to that for in next year's TOTAL compensation (column 5), the next increase of 10 percentage points current accounting return implies a (1 3, for the current year by 10 percentage points implies 1.2% (0.5%) and 1.2% (0.4%) is increase in current in a sensitivity but the coefficient pattern is similar SALARY. compensation. We have experimented with specifications that replace SALES with book assets and employees, as in Joskow, Rose, and Shepard (1993). The size elasticity of .25 divides between assets and employees in these equations, and the DIVERSE coefficient tends to be slightly smaller and noisier, though in general within one standard error of the results in Table 3. We also have experimented with specifications that allow the coefficient on In(SALES) to change as SALES increases. This yielded an almost constant elasticity of .25 across all SALES ranges and no change ^^ in the coefficient on DIVERSE. 19 The compensation also increases with the results indicate that performance measures. Both variability of firm SALARY and TOTAL compensation increase with the An standard deviation of weekly market returns for the firm, SDRET. SDRET from in four percentage points to five percentage points (one standard deviation increase from TOTAL increase sample mean) raises predicted its by almost 6% (1.6%). This bear more compensation risk is SALARY by almost 5% CEOs who consistent with a pay premium for through greater (1%) and performance-based variability in their compensation or through an increased probability of termination resulting from very low performance SDRET including diversification, Because SDRET realizations. increases the is negatively magnitude estimated with correlated the of diversification effect slightly. Finally, compensation varies in expected ways with modest age and tenure premiums. An raises SALARY by (0.2%; column underlying upward trend The and founders in The somewhat results 1980s for executive talent, ^^ captured in TOTAL compensation equation exhibit a similar pattern 3 generally are consistent with both ability-based compensation assuming the marginal return to is is addition to the the 1 entrenchment-based explanations of executive compensation. Compensation that raises likely to These are reported but larger in magnitude. Table in late in CEO CEO 5% SALARY premium relative to internal realize SALARY discounts of about 1 3% relative to non-founders. point estimates for the tend to be age before becoming additional year of tenure as compensation over the There are characteristics. These increments are 3). Outside hires earn a fixed year effects." hires, additional year of 0.4% (0.2%) and each SALARY by 0.7% CEO in will ability In an efficient and market be higher at more diversified and larger firms, increases with diversification and firm size. increase with firm financial performance and with the risk Table A2 for the specifications in Table 3, columns 3 and 5. 20 of executive compensation streams, reflecting the contracts. positive Finally, outcome of efficient incentive age and tenure effects may be associated with the accumulation of human capital by top executives. Positive diversification coefficients also would be expected by investment undertaken by self-serving CEOs to increase if powerful CEOs have a taste for both diversification diversification if is caused their value to the firm, or and compensation. In both these cases, the positive tenure coefficient might be interpreted as returns to managerial entrenchment that increases with tenure." Compensation Equations for First-year CEOs Information on compensation during the CEO's first year of office may allow us to distinguish premia for higher ability from pay surpluses resulting from managerial entrenchment. by CEOs If the diversification premium in their first for diversification is and all subsequent years of less plausibly explained due to CEO-specific investments, as in diversification program alter their firm's in their first her/his office. A positive is likely to require if fit should be earned first-year the full premium some lead time, it is panel result But because a unlikely that new CEOs business mix rapidly enough to affect the compensation they year as CEO. Instead, the new CEO will be compensated based on Since the successor " The positive correlation of pay with firm performance neither supports nor rejects entrenchment hypotheses. Although most managerial entrenchment models suggest reduced payfor-performance sensitivity relative to optimal contracts, they need not imply zero correlation between pay and firm performance. ^* We have estimated equations that take this statement literally, by replacing the current value with its value during the last year of the preceding CEO's tenure. The coefficient on DIVERSE increases slightly with this substitution, providing even further support for of DIVERSE for is A CEO may be able her/his unique abilities. with the firm as shaped by the preceding CEO.^* fit it by the effects of managerial entrenchment the Shieifer-Vishny model. to alter the business mix over time to earn a return to ability, First-year diversification premia should be smaller models. can is new CEOs 21 must be distinctly less well-suited to that business mix for this strategy to raise the incumbent's compensation, the successor's premium from diversification should be much smaller. arises from the Board's First-year premia also are likely to be smaller compensation. CEOs than inability to control a The Board relative to is likely to CEO who last have more bargaining power CEOs who have column of Table in their first full 1 panel result held that office long among reports descriptive statistics for the relative to enough new to affect the other top managers. 1 72 CEOs we observe year of office. As would be expected, they earn less in SALARY and compensation than do experienced CEOs. They also tend to be employed by total slightly larger This panel. and more diversified firms than the firms in a average consistent with shorter average tenure is (compare columns 2 and 3 of Table new CEO 1), CEO among experienced CEOs A move from in for Table DIVERSE 3, ability firms which implies over-representation of these are quite similar to those in Table 4.^^ The reported for the although the results are noisier for this smaller sample. an single-segment firm to the same size firm with two equal business segments implies an increase of year diversified sample. estimates coefficient our experienced in Estimated compensation equations for this sample are presented first full prefers diversification and high composition of the Board or to build a base of support The the if TOTAL premium compensation, 11% all (5%) in first else equal. year SALARY and 16% (7%) This provides strong support for an interpretation of the diversification effect. These results provide support for entrenchment explanations that are based either on actions the undertakes or on managerial power that is in an increasing function of tenure in no CEO position. ability interpretations. First, CEO tenure is based on column 3, Table 3, with three exceptions. and therefore omitted. Second, only current performance measures are used because first-year CEOs have no prior performance. Third, the founder and SDRET have been dropped because they are quite noisy and generally estimated as close to zero. *^ The a constant specification (1 ) is 22 Compensation Changes We can for CEOs directly test the claim that examining the effect of changes CEOs CEOs in diversify to improve their diversification on changes diversify to increase their compensation, these correlated. If CEO the panel and first-year in compensation by compensation. changes should be results represent between To test these first levels of we competing hypotheses, We differences. to ability, CEO should be compensation and diversification 1005 CEO-years for panel. ^^ Table 5 reports estimate our basic compensation model of the summary 1505 CEO-years first These include changes or nearly constant for a difference equations. ^^ decreases, and no changes due to movements in in CEO in ^^ 80% in our experienced CEO compensation, DIVERSE, In(SALES), and in the levels equation are either over time and therefore are excluded from the The sample divides fairly evenly among DIVERSE. While most of the changes segment shares the 147 observations with changes more than in statistics for the variables included in the first the rate of return measures. The remaining variables literally . have data on compensation, return, sales and diversification changes difference model. positively payment however, the correlation between these changes for an incumbent smaller than the correlation If rather than in of the total variation changes the reported in in the in increases, DIVERSE are number of segments, number of segments account for DIVERSE. Estimated compensation level equations for this sub-sample are quite similar to those for the 1505 observation dataset, reported in Table 3. The coefficient on DIVERSE the 1005 observation sub-sample, ranging from .24 (standard error, .08) to .28 full specifications, but within one standard is slightly larger for (.07) in the salary error of the results reported in Table 3. " The model includes year effects but not weighted industry effects. Including changes in the weighted industry fixed effects in the model does not affect the qualitative results but substantially increases the noisiness of the estimates. The differenced data do not appear to have sufficient power to estimate industry effects as well as the reported coefficients. 23 Results for the first-differenced models are reported and 3 (Total) report results for first in Table Columns 6. 1 (Salary) The differences of our basic specification. estimated compensation effect of increasing DIVERSE is negative and relatively substantial for both compensation measures. This suggests that the Boards rewarded specialization and penalized diversification during our sample period. The estimates imply that splitting an undiversified firm into increase of 0.5 in compensation by two equal-size business DIVERSE) would reduce SALARY by 17% 8% level for the SALARY coefficient and 0.15 even a conservative interpretation of these estimates is we correlation between for all first difference although the precision of the estimated coefficients ask more of the data. For example, diversification compensation to respond to TOTAL. But else constant. robust to a broad variety of alternative we have explored, declines as TOTAL rejects the interpretation that increasing diversification will increase compensation, holding specifications (4.6%) and (an (12%). The point estimates are noisy, and can be bounded from zero only at the 0. 1 This pattern of results segments size we explored whether the and compensation changes was due to changes when both changed, or due to greater rewards for CEOs who diversification focus the firm. To negative failures of and sales test this we allowed the coefficients on diversification and sales changes to depend on whether diversification increased, decreased, or in columns 2 and 4 of Table 5. remained constant. These results are reported While the point estimates are noisy, they provide support for these alternative explanations.^^ 2), for In the SALARY regressions (column example, diversification changes appear to be associated with somewhat smaller elasticities of compensation with respect to sales. and reward for focusing magnitude from the ^^ Point estimates in the firm are completely symmetric and unchanged results in the The penalty for diversifying TOTAL column 1, however. regressions are more sensitive to this split and consistent with the alternative explanations. Their substantial standard errors difficult, little however. may makes in part intepretation in 24 These results are difficult to reconcile with managerial entrenchment explanations of diversification. In contrast to the predictions of the Shieifer-Vishny model, there premium CEO from to the "tailoring" the firm to fit no is the CEO. Changing the mix of the firm without substantially increasing the scale of the firm reduces rather than increases the CEO's compensation. It is more difficult to empirically falsify the "taste" version of the entrenchment-based explanations, but our results suggest costly for a CEO to indulge such a taste. The implication of these results for overall compensation movements depends critically on what other changes accompany changes increases diversification, in compensation declines 5 indicates, if accompanied by by The negative DIVERSE less than not adds a second segment of equal in Column experiment for newly-hired increase. That is, more than a CEO a CEO hired for CEOs who reduce 1 is is size, increasing CEOs growth in more rewarded SALARY (Table 4, segment the than when the firm that by In(sales) 1. increment of 13%. The same thought Column 1) would imply a by a firm with two equal-sized segments larger increase diversification. DIVERSE by .50 and by a firm with one segment and much actual As Table CEOs who Alternatively, consider a single imply a hired DIVERSE) CEO is 32% will salary earn 32% half the sales. ^^ This pattern provides additional support for ability-based explanations. for diversification for for secondary businesses (which increases DIVERSE), in controlling for overall firm size. coefficients imply necessarily sufficient increases in firm size. reduces (which business primary does it The penalty coefficient indicates that disproportionately high disproportionately high growth The diversification. does example, for in compensation increases on average even diversification, but firm's may be it We find that the premium optimally-matched to the firm (i.e.. '* Similar calculations can be made for the reverse move: focusing the firm. A CEO who sells one of two equal-sized business segments reduces DIVERSE and In(SALES) by 0.5. The results in column 1 imply that the incumbent CEO's salary would fall by 2%. The results for new CEOs in table 4 imply a decline of 24%. 25 when when the estimates allow ability to vary with the level of diversification) than the incumbent we would CEO expect retained is if (i.e., holding the ability of the ability-matching is CEO fixed). This is what the dominant source of the diversification premium.^" The negative compensation correlation is late changes in diversification and executive also consistent with market preferences for industrial focus or specialization over our diversification between sample period Recent empirical 'esearch suggests that greater . was on average associated with reduced shareholder wealth during the 1980s. Studies have concluded that diversified firms tend to be less profitable than comparable undiversified firms (Lang and Stuiz, Wernerfelt, 1993; Montgomery and 1988); that the stock market reacts less favorably to diversifying acquisitions than to acquisitions of business closely related to the firm's existing line of business includes a (Morck, Shieifer and Vishny, 1990).^^ If executive compensation component that rewards improvements to and penalizes degradation performance beyond the response to changes in return, expected outcomes of adding or subtracting diverse pay might adjust to lines of business. imply a compensation penalty to increased diversification, as observed This result echoes Lambert and Larcker (1 compensation through acquisitions only 987), if who find that CEOs can of firm reflect the This would in Table 6. increase their the acquisitions increase the shareholder value of the acquiring firm. ^° For example, because the incumbent CEO has higher ability than would be optimal for a newly focused firm, she/he is paid more than the alternative, well-matched and lower-ability candidate would be. Because the incumbent CEO has lower ability than would be optimal for a newly diversified firm, she/he is paid less than the alternative, well-matched and higher-ability candidate would be. '' There is conflicting evidence on the effect of diversification on firm performance and on the stock market's reaction to diversification over time. For example, Matsusaka (1993) finds that the stock market responded positively to diversifying mergers in the 1 960s, and Morck, Shieifer and Vishny report that the negative reaction to diversifying mergers is more pronounced in the 1 980s than in the 1 970s. Studies finding a positive effect on firm performance from diversification also tend to be using data for periods prior to 1 980. For our sample period, the most common finding is a negative share price reaction to diversification announcements. 26 The Form of the The Diversification specifications estimated Premium above assume that compensation increases proportionally with DIVERSE. While the qualitative patterns are robust to alternative measurements depend on the of diversification, the numerical estimates particular index we We use. have explored many formulations of the diversification measure and report results two additional parts: one reflecting the The second measure size. reported effect in Tables 7A and first may measure decomposes DIVERSE segments and another the variance diversification premia provide segments and the some insight segment based on these measures are the basic compensation equation, which are We explore this of segments, the size distribution of how the on segment share concentration, number two DIVERSE have no substantive 7B. These substitutions for in in into number of distinct business segments the a count of the investigate whether compensation responds similarly to the with diversification. the first the table size. limit different business of is of on the remaining coefficients suppressed to This number (NUMSEG). Estimated firm reports We measures below. The for segments within the of firm. complexity of the management task varies question by decomposing DIVERSE, a measure into two terms. The second decreases DIVERSE number = - 1 + ( in 1 first increases (nonlinearly) the variance of segment size - no^ in : ), n where o^ Table 7A is the variance of segment revenue shares reports results for this decomposition compensation specifications. drives the entire DIVERSE in in the basic The estimates suggest result, the firm. SALARY and TOTAL that the number component with coefficients on the number component that are 27 identical to The 3). those on DIVERSE coefficient firm, holding its all CEO 12% more on else constant. Table in two average than an undiversified, single- Each additional segment progressively smaller increments to compensation, with an overall for a in on the number component implies that a firm operating industry segments pays segment (compare Table 7A to columns 3 and 5 itself is associated with SALARY premium 10-segment firm of 21 %. The data do not suggest any effect of the variance component on compensation." This seems increases the complexity of the to imply that adding business management task even if the segments new activities are small relative to the original line of business. We further explore the nonlinearity of segments in table 7B. columns In 1 compensation with respect to the number of (SALARY) and 3 (TOTAL), we report separate premia, relative to compensation at undiversified single-segment firms, for each value of NUMSEG (2 through 10 segments). Because the number of segments rise (see Table across similar NUMSEG cell we 2), counts drop off quite sharply as also consider estimates that pool These estimates are reported categories. in columns 2 (SALARY) and 4 (TOTAL). While the relationship between diversification and it differs seem in Table 7B is nonlinear, from the form imposed by the construction of DIVERSE. Diversified firms to partition roughly into three categories based two segments, three through five segments, and categories form the basis of the estimates single-segment to a two-segment firm adds 3-5 segment category adds an additional firms, but " SALARY no incremental premium in on reported segment counts: six or column 2, more segments. Table 7B. Moving from 0% to SALARY. A further move into the 7% premium relative to single segment segments within this category. sample is subdivided quite stable across tenure categories. in this CEO tenure, although the point estimates way. The coefficient CEOs component may become on the numbers component is Detailed investigation of this decomposition suggests that the variance quite noisy as the a 1 for increased influence compensation during the early years of These 28 of the most diversified firms premium, implying a SALARY of undiversified firms, The pattern for all that TOTAL compensation more segments. The premium estimated at almost is 17%, larger than increases by another flat thereafter (column 4). to the a third segment is This suggests a smaller SALARY compensation premium at TOTAL compensation are substantially noisier SALARY compensation, and the point estimates generally are within we find in the SALARY regressions. suggest that the distinction between diversified and undiversified results more most significant than distinctions within the class of diversified firms, with the possible exception of those few more business segments). This pattern required managerial inputs when diversified. This could reflect a firm changes for a substantively different results for the most in firms with highly diffuse operations is consistent with a discrete jump changes from specialized (one-segment) type of chief executive, or both. heavily-diversified firms, while based distinct business segments. in to the hierarchical organization of the firm, the companies, suggest a further discrete change numbers of 3% when diversification effects for a standard error of those need the corresponding premium for not overemphasize this distinction, however. than those for (6 or CEOs One should the most diversified firms. is for (columns 3 and 4) seems to imply only two TOTAL compensation premium compared enterprises SALARY adding a second segment to an undiversified firm for substantially added, but remains relatively These higher than the those with two segments and those with three or SALARY. TOTAL compensation The estimated 30% 11% else equal. categories of diversified firms: is through 10 segments) earn an additional (6 in The SALARY on small numbers of the complexity of managing large 29 V. CONCLUSIONS During the late 1980s, firm diversification appears to have been associated with significantly higher compensation distinct lines of business earn bonus paid to CEOs of additional $1 CEOs for the chief executive. 10% on average to 12% more similar but undiversified firms. 15,000 to $145,000 per year relative to the of firms with two than the salary and This corresponds to an mean salary and bonus for our sample of top CEOs. Moreover, the effect of diversification on compensation as strong for first-year CEOs CEOs who have been on as for premium years. This suggests that the diversification Its demands, and not a changes result of a characteristic of the job and instituted by incumbent managers to inconsistent with it is own diversification during out agendas. sample period, holding appear to reduce rather than increase compensation. constant, While in the job three or more is increase their value to the firm or to pursue their For a given CEO, increases CEOs undertaking difficult to falsify diversification to increase their the hypothesis that may taste for diversification, indulging this taste CEO regressions suggest that the average corporation without paying a price be earned by increasing growth in in CEOs. If diversify This appears compensation. because they have a be costly for the CEO. The change has insufficient control to diversify the diversification premia as rents earned by diversification increases the marginal return to ability, earn a higher compensation. CEOs and increments to changes else the core business. labor market will allocate higher ability experienced CEOs all foregone compensation compared to what could Our findings support an interpretation of high-ability is This CEOs is to more diversified firms efficient where they will consistent with the premium observed for the equally high premium for first-year CEOs. in diversification for matching models with turnover costs. an The lower incumbent CEOs are also consistent with Because turnover is costly for both the firm 30 and the incumbent, bargaining produces an increment that observed While If this the salaries of study diversification smaller than would be two well-matched CEOs were compared. provides direct evidence only on the and executive compensation, of the disappointing performance of critical is many it may provide relationship some diversified firms. 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Review of Table 1 : Descriptive Statistics Table Number digit 2: Distribution of Diversification in of reported 4- SIC segments Sample Table 3: Variable Determinants of Compensation N = 1505 CEO-years Table 4: Determinants of Compensation, N = 172 CEOs Variable First- Year CEOs Table Variable 5: Descriptive Statistics, First Differences Table 6: Determinants of Changes N = 1005 Variable in Compensation Table 7A: Decomposition of DIVERSE Effects N = 1505 CEO-Years Diversification Table 7B: Diversification Effects by Number of Segments N = 1505 CEO-Years Number of Segments Appendix Table A1: Industry Classification and Fixed Effects Category Appendix Table A2: Year Dependent Variable: FixecJ Effects MIT LIBRARIES 3 lOfiO OOflqB'ifil T Date Due m LJb-26-67