已實現薪酬之揭露對高階主管行使認股權行為的影響

Realized Pay and Exercise Behavior of Executive Stock Options?

自Say-on-Pay後，美國部分公司開始自願揭露高階主管已實現薪酬（Realized Pay）以作為說明薪酬績效關聯性（Pay-for-Performance）的補充資訊。過去文獻提出公司可能藉著低列已實現薪酬，來增加當公司績效不佳時，薪酬績效關聯性之合理性及說服力。由於認股權執行金額為已實現薪酬之重要組成成份，本論文進一步探究高階主管於揭露已實現薪酬年度，是否存在減少行使認股權行為以達成低列已實現薪酬之目標。實證結果發現自願揭露已實現薪酬公司之高階主管，於揭露已實現薪酬之年度，相對於未自願揭露已實現薪酬公司之高階主管，顯著存在減少認股權行使的行為。本研究進一步探討薪酬顧問獨立性是否影響自願揭露已實現薪酬與高階主管減少行使認股權間之關聯性，發現薪酬顧問不獨立將增加自願揭露已實現薪酬公司之高階主管減少行使認股權行為之可能性。

After Say on Pay regulations, increasing amounts of companies have begun to voluntarily provide ''Realized Pay'' information in the executive compensation disclosures. Prior literature has argued that companies have incentives to report a lower level of ''Realized Pay'' to facilitate their explanation on the pay versus performance relation. Because the value of stock option exercise is an essential component of executive's realized pay, this study investigates whether top management reduces their stock option exercises during the years in which the companies report realized pay in their compensation disclosures. We find that compared with executives in firms that have not disclosed realized pays, executives in firms that have disclosed realized pays are more likely to reduce stock option exercises. The results suggest that managers manipulate the reported realized pay by decreasing the stock option exercises. Besides, this paper finds that when compensation consultant of the company is not independent, the positive relation between realized pay disclosure and the likelihood of reducing stock option exercises is stronger. The results suggest that dependent compensation consultants might facilitate this opportunistic disclosure practices.