Abstract
Since 2018 the Security and Exchange Commission has required firms to disclose the ratio of their chief executive officer’s and median employee’s pay. This rule was enacted to address increasing concerns from investors about the human capital management practices of firms. Due to the uncertainty surrounding the ratio’s interpretation, some managers provide voluntary disclosures to complement and clarify their mandatory disclosures. We document this behavior by manually inspecting the proxy statements of all firms in the S&P 1500. We predict and find that a firm’s propensity to provide voluntary disclosures increases in the magnitude of its pay ratio. This relation is only present, however, when voluntary disclosures contain firm-specific information, as opposed to boilerplate information that is similar across firms. In line with these findings, we show that investors react differently to firm-specific disclosures than to boilerplate disclosures, especially when firms have relatively large CEO pay ratios. We also show that voluntary disclosure provision impacts compensation-related media coverage.
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Notes
CEO pay ratios were first required for fiscal years that began on or after January 1st, 2017, so nearly all of the initial disclosures appeared in proxy statements filed in 2018.
The most commonly used exclusion is the de minimis exemption for international employees who make up less than 5% of the firm’s workforce. A less commonly used, but also allowed, exclusion is for workers in countries where data privacy laws do not allow for public disclosure.
Einhorn (2005) assumes that the conditional distribution of voluntary signals shifts towards higher values when the mandatory signal increases. In the model, the distributional shift exactly offsets the effect of changes in the mandatory signal on the threshold level for providing voluntary disclosures. The author notes that in more realistic environments, the effect on the threshold may dominate the effect on the conditional distribution of signals, leading to a significant effect of higher mandatory signals on voluntary disclosure likelihood. As such, our empirical tests can be viewed as joint tests of whether (1) the threshold level for providing voluntary disclosures changes and (2) the conditional distribution of voluntary signals does not shift in a way that exactly offsets the change in threshold level.
These voluntary disclosures are provided alongside the mandatory disclosure, and managers will only provide them if doing so is likely to improve stakeholders’ overall perceptions of the firm. Other research has studied managers’ decisions to preemptively disclose seemingly “bad news,” which can result in better litigation outcomes (Skinner, 1994; 1997). These settings differ from ours, in that the “bad news” that is disclosed is generally thought to be information that will come to light eventually anyway, so managers preemptively share it. The information in the voluntary disclosures that we study, on the other hand, is being shared purely voluntarily, as no regulations exist that would require firms to share the information at a later date.
We use ISS’s S&P 1500 classification to identify firms. Firms move in and out of the S&P 1500 over time, so ISS’s classification includes all of the firms that were part of the index in a given year. We focus on S&P 1500 firms because the equity of these firms is highly liquid, which allows us to more precisely identify investor reactions. In addition, we control for excess CEO compensation in our empirical tests, which requires Execucomp data that only cover the S&P 1500 firms.
We resolved differences between the two through our own manual inspection of the disclosures.
The SEC requires that supplemental ratios not be displayed more prominently than mandated CEO pay ratios.
Our results are very similar if we use a probit model or linear probability estimation instead.
The marginal effect is calculated by averaging over the covariates used as control variables. We calculate the effect of doubling a firm’s pay ratio on the firm’s disclosure likelihood as follows: ln(2.00)×8.86% = 6.14%.
We implement this entropy balancing procedure in all of our subsequent tests, adapting the treatment and control groups to be appropriate for the samples under consideration.
In other words, we remove observations in which firms provide exactly one voluntary disclosure, reducing the sample size from 1,506 observations to 871 observations.
For comparison, the baseline result in Pan et al. (2022), who consider the relation between pay ratio magnitude and market reactions, is that a one-standard-deviation increase in the pay ratio reduces a firm’s seven-day CAR by about 42 basis points.
In Table 8, we present results when we separately regress CAR[− 2,+ 2]i on each individual disclosure type. The positive coefficients on Supp. Ratio and Median Emp. and the negative coefficients on Comp. Phil. and Comparison, though not significant, align with our main takeaways from Column (3) of Table 5.
For example, one month after Weight Watchers reported its CEO pay ratio, CBS News published an article with the title, “At This Company, the CEO Makes 6,000 Times a Typical Worker’s Pay” (Picchi, 2018).
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Acknowledgements
We thank Mary Ellen Carter, Mengyao Cheng, Stephanie Cheng, Jeffrey Coles, Michael Cooper, Gus De Franco, Elia Ferracuti, Kurt Gee, Mark Kim, Jake Krupa, Dan Li, Pengkai Lin, Serena Loftus, Russell Lundholm, Nathan Seegert, Bohan Song, Xin Zheng, Hui (Susan) Zhou, Zhiwei (Vivi) Zhu, our anonymous reviewer, the CEO pay ratio experts from Compensation Advisory Partners, Deloitte, and Mercer, and the participants of the 2021 AAA Annual Meeting and the 2022 MAS Midyear Meeting for providing comments and suggestions on this work. We thank Kellie Arevalo, Alyssa Greenfield, and Isabela Perez for their hard work as our research assistants. We also thank the Tulane University A.B. Freeman School of Business and the Carol Lavin Bernick Faculty Grant Program for providing financial support for this project.
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Appendices
Appendix A: Examples of voluntary disclosures
Firm-Specific Disclosure: Supplementary Ratios | ||
|---|---|---|
Company Name | Pay Ratio | Disclosure Text |
Kaman Corp. | 43 | “As noted above, Mr. Keating’s payout, if any, with respect to his outstanding LTIP Award for the 2015-2017 Performance Cycle (the “2015-2017 LTIP Award”) was not definitively determinable as of the date of this proxy statement and included in the Summary Compensation Table, although we separately disclosed the amount accrued based on the preliminary data available as of January 31, 2018. See “Compensation Discussion and Analysis - 2017 Compensation for our NEOs - Long-Term Incentive Awards - Estimated 2017 LTIP Payouts.” If this amount were included in the computation of Mr. Keating’s total compensation for 2017, it would increase his total annual compensation to $6,467,394 and increase the ratio to 102 to 1.” |
Valley National Bancorp | 100 | “If the total cost of the Company paid health insurance is factored in for both the median employee and our CEO, the ratio declines to 92 to 1.” |
Via Corp. | 518 | “Due to the nature of our business, we employ both full-time and part-time employees. In many cases, and particularly for those who are represented by a union or work for us on a seasonal basis, our employees may work for a few days or a few months during the year. These same employees may work for us for many successive years on a part-time basis, but the limited number of total working hours means that their pay, and consequently the median pay of our employee population, is low relative to a population comprising only our full-time employees. For comparison, we are providing a supplemental pay ratio calculation based on a median employee selected using the same methodology as above, with the exception that it excludes part-time and seasonal employees. (CEO Pay Ratio – median employee determined by excluding part-time and seasonal employees: 2017 Total Annual Compensation – Median Employee, $58,336; 2017 Total Annual Compensation – Steven W. Moster, CEO,$3,420,480; Ratio of CEO Compensation to the Median Employee, 59:1)” |
Firm-Specific Disclosure: Median Employee Details | ||
|---|---|---|
Company Name | Pay Ratio | Disclosure Text |
CMS Energy Corp. | 40.9 | “Median employee occupies an exempt senior level budget and finance role that requires a bachelor’s degree.” |
MSA Safety Inc. | 87 | “Using this methodology, we determined that our median employee was a full-time, hourly production employee located in our Murrysville, Pennsylvania manufacturing facility with wages, bonus and overtime pay for the 10-month period ending October 31, 2017 in the amount of $34,250.” |
Universal Corp. | 2429 | “Using the methodology described above, we estimated that for fiscal year 2018, our global median employee was an unskilled, seasonal worker located in the Philippines.” |
Boilerplate Disclosure: Compensation Philosophy Statements | ||
|---|---|---|
Company Name | Pay Ratio | Disclosure Text |
Allete Inc. | 20 | “Employees drive ALLETE’s success and our compensation strategy’s essential objective is to compensate all employees appropriately and competitively. We consider market data, responsibilities, experience and internal equity when determining employee pay.” |
Hess Corp. | 90 | “Regardless of an employee’s role in the organization or their location, the process for determining compensation is the same: local market competitive data is reviewed to set compensation guidelines. Individual compensation decisions are then adjusted to reflect the individual’s role and responsibilities as well as his or her experience, education, specialized training and overall performance.” |
Geo Group Inc. | 271 | “Regardless of the employee’s role in the organization or their location, the process for determining salaries is the same. Local market competitive data is reviewed to set base pay rates. Individual salaries are then adjusted from these base pay rates to reflect the individual’s role and responsibilities as well as his or her experience, education and specialized training.” |
Boilerplate Disclosure: Comparison Disclaimer Statements | ||
|---|---|---|
Company Name | Pay Ratio | Disclosure Text |
Twitter Inc. | 0 | “Because the SEC’s final regulations for identifying the median employee, calculating annual total compensation and determining the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the company’s Pay Ratio Disclosure may not be comparable to that reported by other companies.” |
Ciena Corp. | 89 | “Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, this disclosure may not be comparable to the pay ratio reported by other companies.” |
Casey’s Stores Inc. | 156 | “Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.” |
Appendix B: Data definitions
Variable | Variable Definition | Data Source |
|---|---|---|
Any Voluntary | 1 if the firm provides any voluntary disclosures when reporting its CEO pay ratio, and 0 if it uses none. | DEF-14A |
CAR[− 2,+ 2] | Market adjusted abnormal returns summed over the window [-2,+ 2]. | CRSP |
Cash Holdings | Cash and cash equivalents scaled by total assets. | Compustat |
Comparison | 1 if the firm cautions investors against comparing its pay ratio to that of other companies, and 0 otherwise. | DEF-14A |
Variable | Variable Definition | Data Source |
|---|---|---|
Comp. Consultant | 1 if the firm reports using a compensation consultant, and 0 otherwise. | Incentive Lab |
Comp. Phil. | 1 if the firm appeals to its compensation philosophy statement when disclosing its pay ratio, and 0 otherwise. | DEF-14A |
Excess CEO Pay | Residual compensation after controlling for CEO tenure, a S&P 500 indicator, the logarithm of sales, book-to-market, stock return, ROA, lag stock return, and lag ROA. | Execucomp |
Firm Size | The logarithm of one plus total assets. | Compustat |
High Ratio | 1 if the firm has a pay ratio that is above the median relative to other firms in its same industry, and 0 otherwise. | DEF-14A |
Inst. Ownership | The percentage of institutional shareholding. | Thompson Reuters |
Log Employment | The logrithm of one plus the total numbers of employees. | Compustat |
Log Med. Emp. Pay | The logarithm of median employee compensation. | DEF-14A |
Log Pay Ratio | The logarithm of CEO compensation divided by median employee compensation. | DEF-14A |
Low Ratio | 1 if the firm has a pay ratio that is below the median relative to other firms in its same industry, and 0 otherwise. | DEF-14A |
Media Coverage | The logarithm of the number of Google News articles that contain the key words “pay,” “compensation,” or “salar*” for the firm around the [-2,+ 60] window around the proxy statement filing date. | Google News |
Variable | Variable Definition | Data Source |
|---|---|---|
Median Emp. | 1 if the firm provides details about its median employee’s location and/or position within the company, and 0 otherwise. | DEF-14A |
Multinational | 1 if the firm has non-US segments, and 0 otherwise. | Compustat |
Multiple Voluntary | 1 if the firm provides multiple voluntary disclosures when reporting its CEO pay ratio, and 0 if it uses none. | DEF-14A |
New CEO | 1 if the firm has a new CEO during the fiscal year, and 0 otherwise. | Execucomp |
Supp. Ratio | 1 if the firm provides a supplemental or alternative pay ratio in addition to the SEC mandated pay ratio, and 0 otherwise. | DEF-14A |
2016 Pay Ratio | 1 if the firm mentioned its median employee or pay ratio in its previous year’s proxy statement, and 0 otherwise. | DEF-14A |
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LaViers, L., Sandvik, J. & Xu, D. CEO pay ratio voluntary disclosures and stakeholder reactions. Rev Account Stud 29, 109–150 (2024). https://doi.org/10.1007/s11142-022-09720-1
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DOI: https://doi.org/10.1007/s11142-022-09720-1