THE FUTILITY OF STOCK-BASED COMPENSATION IN LIGHT OF IMPERFECT MARKET PRICING

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Abstract

This thesis addresses the mechanics of executive remuneration from an unorthodox perspective; the view presented through the lens of imperfect market pricing. Whilst many of the criticisms of existing compensation arrangements are merited, they ignore the integrity of a crucial aspect of the way remuneration awards are calculated; the market pricing mechanism. The original contribution of knowledge of this thesis is to explain how imperfect market pricing undermines the utility of stock-based compensation awards, especially in light of the Global Financial Crisis of 2007-11 (‘GFC’).The existing position with regard to Anglo-American corporate governance emphasises the role of the market in determining optimal governance solutions. However, the market cannot regulate all conflicts. For example, the separation of ownership and control in modern corporations creates an agency problem whereby managerial and shareholder interests may diverge. Public companies therefore use performance-related pay to align the interests of management with those of firm owners. This performance-related pay often includes an element with a specific link to the price of company stock. A by-product of these arrangements is that incentives are created for executives to inflate the value of their companies in order to benefit from short-run price appreciation. This reduces the utility of stock-based pay and encourages market short-termism. There is however, a further fundamental flaw in the use of stock-based pay; it places complete faith in modern finance theory; a theory which asserts that market pricing is flawless (the so-called Efficient Capital Markets Hypothesis). However, financial and asset markets are susceptible to forces which drive prices away from intrinsic value for protracted periods and contribute to serious price distortion. Behavioural finance explains how these distortions occur and provides a more appropriate paradigm for securities market operation. The Financial Instability Hypothesis (‘FIH’) also explains how endogenous instability, emanating from the banking sector, arises as an inevitable consequence of the functioning of the capitalist economy. It further demonstrates how markets may be driven away from fundamental value, how asset bubbles occur, and how the market pricing mechanism is seriously distorted. The most serious recent crisis, the GFC, exhibited the FIH taxonomy. It exposed serious flaws in modern finance theory and revealed the dangers of flawed incentive systems in generating asset bubbles. Executives at financial institutions stand accused of short-termism, over-leveraging and poor risk management. Monitoring of management was impossible to perform effectively due to various behavioural and structural obstacles arising from the size and complexity of the institutions concerned. Moreover, a system of perverse incentives led to the failure of effective regulation of executive compensation.Reform is therefore required. The thesis will conclude with a critical analysis of recent amendments to the regulation of compensation systems at financial institutions. Based on this examination, the thesis will make some proposals for future remuneration packages in the wider economy. These proposals are designed to reduce the potential for financial instability through removing incentives for firm executives to concentrate on short-term results, and emphasize the role of qualitative indices of performance.

Keyword(s)

behavioural finance; corporate governance; executive compensation; financial market; market efficiency

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