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Not Clawing the Hand that Feeds You: The Case of Co-opted Boards and Clawbacks

Author

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  • Sterling Huang
  • Chee Yeow Lim
  • Jeffrey Ng

Abstract

We examine how board co-option, defined as the fraction of the board comprising directors appointed after the CEO assumed office, is related to clawback adoption. We find that co-opted boards have a lower probability of adopting clawback provisions. Further, the negative association between board co-option and clawback adoption is more pronounced when at least one co-opted member is on the compensation committee and when there is a higher likelihood that a clawback provision will be triggered. Finally, we find that board co-option is an important mechanism through which longer tenured CEOs reduce the likelihood of clawback adoption.

Suggested Citation

  • Sterling Huang & Chee Yeow Lim & Jeffrey Ng, 2019. "Not Clawing the Hand that Feeds You: The Case of Co-opted Boards and Clawbacks," European Accounting Review, Taylor & Francis Journals, vol. 28(1), pages 101-127, January.
    • Handle: RePEc:taf:euract:v:28:y:2019:i:1:p:101-127
    DOI: 10.1080/09638180.2018.1446036
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    Cited by:

    1. Chaivisuttangkun, Sirithida & Jiraporn, Pornsit, 2021. "The effect of co-opted directors on firm risk during a stressful time: Evidence from the financial crisis," Finance Research Letters, Elsevier, vol. 39(C).
    2. Zaman, Rashid & Atawnah, Nader & Baghdadi, Ghasan A. & Liu, Jia, 2021. "Fiduciary duty or loyalty? Evidence from co-opted boards and corporate misconduct," Journal of Corporate Finance, Elsevier, vol. 70(C).
    3. Rahman, Dewan & Malik, Ihtisham & Ali, Searat & Iqbal, Jamshed, 2021. "Do co-opted boards increase insider profitability?," Journal of Contemporary Accounting and Economics, Elsevier, vol. 17(3).
    4. Patrick Velte, 2020. "Determinants and consequences of clawback provisions in management compensation contracts: a structured literature review on empirical evidence," Business Research, Springer;German Academic Association for Business Research, vol. 13(3), pages 1417-1450, November.
    5. Erin H. Kao & Ho-Chuan Huang & Hung-Gay Fung & Xiaojian Liu, 2020. "Co-opted directors, gender diversity, and crash risk: evidence from China," Review of Quantitative Finance and Accounting, Springer, vol. 55(2), pages 461-500, August.
    6. Lily Nguyen & Le Vu & Xiangkang Yin, 2021. "The bright side of co‐opted boards: Evidence from firm innovation," The Financial Review, Eastern Finance Association, vol. 56(1), pages 29-53, February.
    7. Lim, Jesslyn & Do, Viet & Vu, Tram, 2020. "Co-opted directors, covenant intensity, and covenant violations," Journal of Corporate Finance, Elsevier, vol. 64(C).
    8. Baghdadi, Ghasan A. & Nguyen, Lily H.G. & Podolski, Edward J., 2020. "Board co-option and default risk," Journal of Corporate Finance, Elsevier, vol. 64(C).
    9. Victoria Clout & Samir Ghannam & Anna Loyeung & Jin Sug Yang, 2021. "Eyes on the prize: CEO and director retirement preferences and acquisitions," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 61(S1), pages 1345-1361, April.
    10. Steven Balsam & So Yean Kwack, 2022. "The impact of connections between the CEO and top executives on appointment, turnover and firm value," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 49(5-6), pages 882-933, May.

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