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Strategic Management Journal

Strat. Mgmt. J., 26: 377–384 (2005)


Published online in Wiley InterScience (www.interscience.wiley.com). DOI: 10.1002/smj.452

RESEARCH NOTES AND COMMENTARIES

ORGANIZATIONAL GOVERNANCE AND EMPLOYEE


PAY: HOW OWNERSHIP STRUCTURE AFFECTS THE
FIRM’S COMPENSATION STRATEGY
STEVE WERNER,1 HENRY L. TOSI2 and LUIS GOMEZ-MEJIA3 *
1
University of Houston, Houston, Texas, U.S.A.
2
SDA—Bocconi, Milan, Italy and College of Business Administration, University of
Florida, Gainesville, Florida, U.S.A.
3
College of Business, Arizona State University, Tempe, Arizona, U.S.A.

This research investigated how the ownership structure is related to the firm’s overall compensa-
tion strategy. The findings extend previous research that focused primarily on CEO compensation
strategy. We show that there are significant differences in the compensation practices that apply
to all employees as a function of the ownership structure. The results show that for owner-
controlled firms and owner-managed firms there is significant pay/performance sensitivity for
all employees. In management-controlled firms, changes in pay are related to changes in size
of the firm. These findings lead us to conclude that ownership structure not only affects upper
management’s pay, but also the pay of all employees through substantial differences in the firm’s
compensation practices. Copyright  2005 John Wiley & Sons, Ltd.

The strategic management literature has devoted According to these theoretical perspectives, linking
much effort on trying to understand the myriad of pay to performance results in increased risk shar-
factors that underlie top management compensa- ing between principal and agent, which purport-
tion, particularly how it is related to firm perfor- edly engenders ‘common fate’ between the parties
mance. The focus on upper management pay, par- (and hence greater ‘incentive alignment’). Empir-
ticularly the CEO, is not surprising—in most orga- ical studies generally find that incentive align-
nizations decision making and absolute authority ment at the top is lowest where it is needed the
lie at the top. Much of this work is based on agency most: when ownership dispersion is high (e.g.,
theory and the theory of managerial capitalism, the Hambrick and Finkelstein, 1995; Gomez-Mejia,
central theme of which is how to design top man- Tosi, and Hinkin, 1987; McEachern, 1975; Kroll
agement compensation schemes in ways that moti- et al., 1997; Tosi and Gomez-Mejia, 1989). In
vate this group to work in the interests of equity other words, it appears that when upper manage-
holders and not engage in self-serving behaviors. ment pay-setting discretion is not constrained by
major shareholders, executives reduce their risk by
Keywords: executive compensation; employee pay; own- decoupling pay from performance and instead link
ership structure their pay to criteria they can easily control (primar-

Correspondence to: Luis Gomez-Mejia, College of Business,
Arizona State University, Tempe, AZ 85287-4006, U.S.A. ily firm growth; see Kroll, Simmons, and Wright,
E-mail: luis.gomez-mejia@asu.edu 1990; Wright, Kroll, and Elenkov, 2002).

Copyright  2005 John Wiley & Sons, Ltd. Received 26 December 2002
Final revision received 14 September 2004
378 S. Werner, H. L. Tosi and L. Gomez-Mejia

What remains to be studied, however, is the risk sharing varies as a function of fit with contex-
answer to the question: ‘What is the role of own- tual factors. For instance, Rajagopalan and Finkel-
ership structure as a determinant of the firm’s stein (1992) argued that environmental complex-
overall pay–performance relations?’ In this paper ity is associated with the use of riskier outcome-
we address this issue by examining how owner- based performance criteria to make pay decisions
ship structure affects the criteria used to deter- in order to minimize monitoring costs. In a follow-
mine pay adjustments for the entire organization. up study, Rajagopalan (1996) reports that highly
We found that ownership dispersion is associ- performing prospector firms tend to rely on incen-
ated with a decoupling of pay increases from firm tive compensation, which poses greater risk (since
performance, and a closer linkage between pay it is uncertain) but also greater upside potential (as
increases and firm growth for all employees. These employees stand to gain if prospects turn out to
results mirror previous findings on CEO pay, sug- be successful). Similarly, several papers by Balkin
gesting that the impact of ownership structure and Gomez-Mejia (1987, 1990) and Gomez-Mejia
on pay–performance relations cascades to lower (1992) report that risk sharing in the pay system
rungs of the organizational ladder. is greater under conditions of high technological
This study is important for several reasons. First, intensity and high environmental volatility as the
it improves our understanding of the ‘internal mon- firm retains greater flexibility by tying compensa-
itoring’ process discussed by early agency writers tion costs to gyrations in firm performance.
(e.g., Fama, 1980). Dispersed ownership not only All of the above studies appearing in the Strate-
reduces risk sharing at the top but it also reduces gic Management Journal have filled important
risk sharing for the entire organization, suggesting empirical and theoretical gaps by showing how the
that if CEO monitoring is weak then internal con- organization’s risk-sharing emphasis with the com-
trols (as reflected in pay–performance relations) pensation system interact with contextual factors.
are also weak. Second, we extend the literature By adopting a contingency theory perspective, this
on agency and managerialism to consider inter- stream of research largely assumes that organiza-
firm pay allocation criteria. Relatedly, we add to tions choose pay criteria based on what is best for
the labor economics and industrial relations liter- the firm given the context it faces (for instance, low
ature by showing that the pay determination cri- or high environmental volatility; cf. Balkin and
teria across firms vary as a function of owner- Gomez-Mejia, 1987, 1990; Gomez-Mejia, Makri,
ship structure. Lastly, this study has major applied and Larraza, 2003; Miller, Wiseman, and Gomez-
implications given that aggregate compensation Mejia, 2002). This rational, instrumental approach
costs often exceed 80 percent of total operating to compensation strategy is very different from
expenses (cf. Gomez-Mejia and Balkin, 1992) and the parallel research on how ownership structure
are many times greater than those associated with affects top management pay (where self-serving
upper management’s compensation expenses, the behaviors prejudicial to the organization often play
primary concern of most prior research. Our find- the key role). Next, we argue that one important
factor to consider in explaining inter-firm differ-
ings suggest that pay-related agency costs under
ences in pay allocation criteria is ownership struc-
atomistic ownership are much greater than initially
ture, with those firms where executives enjoy much
thought by those who just focused on upper man-
discretion (i.e., under high ownership dispersion)
agement pay (since pay–performance relations are
preferring to adopt low-risk compensation strate-
insignificant for the entire organization, not only
gies for the entire organization and vice versa when
at the top).
executives are closely monitored (i.e., under high
ownership concentration).1

THEORETICAL FRAMEWORK AND 1


There is a large literature in labor economics and industrial
HYPOTHESES relations that focuses on inter-firm pay differentials. Since our
objective is to analyze inter-firm differences in criteria used to
make pay adjustments (which are reflective of compensation
Pay–performance relations below the top exec- risk sharing between employees and the firm) rather than on
inter-firm pay level differentials we do not delve into the labor
utive ranks have been analyzed in the strategic economics and industrial relations literature here (for an excel-
management literature primarily in terms of how lent review see Gerhart and Rynes, 2003).

Copyright  2005 John Wiley & Sons, Ltd. Strat. Mgmt. J., 26: 377–384 (2005)
Research Notes and Commentaries 379

The ownership structure and employee employee displeasure when workers are asked to
pay/performance sensitivity forfeit base compensation in lieu of potentially
higher incentive payments, and these rewards are
Research supports the agency theory logic that not forthcoming when firm performance targets
owners (principals) prefer to tie agents’ pay to per- cannot be met (see Gomez-Mejia, Welbourne,
formance, since it aligns agent and principal goals, and Wiseman, 2000, for a review of these
thereby reducing the threat of moral hazard (Fama, plans and related literature). Thus, given high
1980; Fama and Jensen, 1983; Tosi et al., 1999). discretion, managers may prefer less performance-
This appears to be the case in owner-controlled based pay throughout the organization because of
(OC) firms, but not in management-controlled problems that these sorts of compensation systems
(MC) firms. In the OC firms, CEO compensation might induce and avoid them to create a more
is more sensitive to changes in performance than harmonious work environment, even if this may
in MC firms (McEachern, 1975; Dyl, 1988; Kroll not be in the best interest of owners.
et al., 1990; Tosi and Gomez-Mejia, 1989; Ham-
brick and Finkelstein, 1995; Wright et al., 2002).
Managers subject to higher-risk bearing and enjoy- The ownership structure and employee
ing lower discretion than those in OC firms are pay/size sensitivity
likely to forge tighter linkages between employee A key prediction of managerialism is that when
pay and performance for several related reasons. ownership is widely dispersed so that managerial
First, such a compensation strategy is likely to discretion is high, top executives seek to increase
reduce the employment and compensation risk of organization size, which augments their power,
managers whose actions are under close scrutiny. salary, status, and security (Baumol, 1959; Mar-
Assuming that principals prefer to share perfor- ris, 1964). Unlike firm performance, firm size can
mance uncertainty with employees in exchange for be easily and deliberately manipulated to meet
potential upside earning gains, then top executives revenue targets through mergers and acquisitions,
are likely to implement these compensation strate- diversification, internal growth strategies, and the
gies in order to be in good standing in the eyes of like. Empirical evidence supports the proposition
their monitors. that MC executives tend to pursue firm growth
Relatedly, there is both theory and evidence more often than OC executives, and that executive
that the incentive system at the top is likely to pay tends to be more closely linked to changes
cascade throughout lower levels in the organi- in size among the former than among the lat-
zation as a form of ‘internal monitoring’ (Fama ter (McEachern, 1975; Gomez-Mejia et al., 1987;
and Jensen, 1983; Williamson, 1964; Werner and Hambrick and Finkelstein, 1995).
Tosi, 1995). Therefore, if powerful equity holders One would expect that the observed firm
impose performance-based incentives at the top, size–pay relation would not stop in the executive
these upper echelons are likely to develop simi- suite but that it would cascade across the entire
lar pay policies and practices at lower levels to MC organization. There are three reasons for this
mimic the risk they incur. This means that in the expectation. First, linking compensation increases
aggregate, employee compensation will be more to firm growth involves lower risk sharing for
sensitive to firm performance in owner-controlled employees (as firm size is more controllable
firms than in manager-controlled firms. and less variable than firm performance), which
Finally, incentive-based compensation schemes decreases the possibility of workers’ dissatisfaction
for employees may increase performance, yet (which as we discussed earlier may be present
they may reduce employee satisfaction (Schwab, when pay–performance relations are strong) and
1974), disrupt the social fabric in organizations hence management can avoid potential employee
(Whyte, 1949), and create more tension in backlash. Second, if unencumbered MC executives
supervisory/employee relations and high turnover wish to pursue an aggressive growth strategy, it
(Kohn, 1993). Such outcomes are not uncommon seems logical that average employee pay should
in ESOPs, profit sharing, gainsharing, and other go up in tandem in order to secure sufficient
similar aggregate incentive plans widely used in employees to sustain such an expansion. As the
industry (Welbourne, Balkin, and Gomez-Mejia, number of vacancies increase such a compensation
1995). Managers become a stronger target of strategy (1) will attract better applicants, and
Copyright  2005 John Wiley & Sons, Ltd. Strat. Mgmt. J., 26: 377–384 (2005)
380 S. Werner, H. L. Tosi and L. Gomez-Mejia

(2) reduce voluntary turnover because workers sample is not significantly different (p > 0.05) in
may face higher opportunity costs if they change ROA, assets, sales, or number of employees than
jobs. Otherwise the lack of human capital would the non-included firms that reported compensation
put a limit to rapid growth. Third, if employee pay data.
is linked to firm size, it would make it easier for
executives to justify more pay at the top as the firm
grows. A classical rationale for this phenomenon Variables
was provided by Simon (1957), who argued Ownership structure:
that organizations attempt to maintain appropriate
differentials between levels and establish these Firms were classified as Manager-Controlled
differentials not in absolute pay terms but as (MC), Owner-Controlled (OC) or Owner-Managed
ratios. (OM) (Tosi and Gomez-Mejia, 1994, 1989;
While there may be valid business reasons for O’Reilly, Main, and Crystal, 1988; Hambrick and
linking employee pay and firm size (e.g., facilitate Finkelstein, 1995). MC firms (n = 46) are those
the recruitment process as more positions need in which no individual or institution other than
to be filled), shareholders are ultimately more an employee benefit plan owns 5 percent or more
interested in firm performance. Thus, we predict a of the firm’s outstanding voting stock. OC firms
different pattern of pay decision criteria depending (n = 198) are those in which at least 5 percent of
on ownership concentration, with MC managers the firm’s outstanding voting stock is in the hands
more likely to reward firm size and OC managers of one individual or organization that was not
more likely to reward firm performance. Based on involved in the actual management of the company
the preceding arguments we hypothesize: or was not an employee benefit plan. OM firms
(n = 163) are those in which at least 5 percent of
Hypothesis 1: Changes in employee compensa- the firm’s outstanding voting stock is in the hands
tion levels will be related to changes in financial of one individual who was involved in the actual
performance in owner-controlled firms, but not management of the company. Stock ownership
in management-controlled firms. information was obtained from proxy statements
obtained from the SEC website (www.sec.gov).
Hypothesis 2: Changes in employee compensa- Change in per capita pay level was calculated
tion levels will be related to changes in size as the change in average compensation expense
in manager-controlled firms, but not in owner- per employee from 1997 to 1998. This includes
controlled firms. salaries, wages, pension costs, profit sharing,
incentive compensation, payroll taxes, and other
employee benefits, but excludes commissions.
Total compensation and number of employees was
METHOD obtained from COMPUSTAT.
Change in firm size was measured as the change
To test the hypotheses, we used the entire in a composite of assets, sales, and number of
population of firms in COMPUSTAT that met the employees (Werner and Tosi, 1995; Gomez-Mejia
following criteria during the years 1997 and 1998: et al., 1987). Assets, sales, and number of employ-
(a) each firm had to report total compensation ees were standardized and averaged to create the
expenses for all employees, return on assets size variable (alpha = 0.83).
(ROA), number of employees, assets, and sales; Change in performance was measured as change
(b) COMPUSTAT information for each firm could in return on assets (ROA), which has been fre-
be matched with corresponding ownership and quently used as a measure of performance in
executive pay information available from proxy compensation and governance research (e.g., Tosi
statements filed with the Securities and Exchange et al., 2000; Balkin, Gideon, and Gomez-Mejia,
Commission (SEC); and (c) there were at least 2000; Sanders and Carpenter, 1998; Henderson
two other firms with identical 2-digit Standard and Fredrickson, 2001).
Industrial Classification codes (Werner and Tosi, Change in executive pay level was calculated
1995; Gerhart and Milkovich, 1990). This resulted as the change in average annual pay (salary,
in a sample of 407 firms from 29 industries. Our bonus, other annual compensation) of the top
Copyright  2005 John Wiley & Sons, Ltd. Strat. Mgmt. J., 26: 377–384 (2005)
Research Notes and Commentaries 381

executives (up to five) as reported in the firm’s 6 percent. The correlations show that bivariately
proxy statement. Proxy statements were obtained change in employee pay level is positively cor-
from the SEC website. Although total compensa- related with change in executive pay level (p <
tion expenses included executive and managerial 0.01). This correlation supports our suggestion that
pay, in our sample executive pay accounted for when executives give all employees greater raises
0.00513 (about 1/2 of 1%) of the total compen- they themselves also receive greater raises (but at
sation expenses. Nevertheless, we controlled for more than double the rate received by employees).
executive pay so that our aggregate change in aver- Table 2 reports the models testing the hypothe-
age pay level measure is a better proxy for the ses for each subsample (MC, OC, and OM) and
change in pay of lower level employees. Execu- the total sample. The standardized betas and sig-
tive pay is also likely to control for managerial pay nificance of each variable in the model are shown
levels since the two are highly correlated (Werner along with the R2 , F , and adjusted R2 of each
and Tosi, 1995). model. Table 2 shows that change of size is sig-
Industry dummy variables were created for each nificantly related to change in pay level for the
of the 29 industries represented in the sample. MC (p < 0.01) sample but not for the OC sam-
Two-digit SIC codes were used to categorize ple (n.s.). Change of ROA, however, is signifi-
industries. However, because none of the indus- cantly related to change in pay level for the OC
try dummy variables were significant at p < 0.05 (p < 0.01) sample but not for the MC sample
they were not included in the final models. (n.s.). Thus, the two hypotheses are supported. For
OM firms, both changes in size and ROA pre-
dict change in pay level (p ≤ 0.05). The model
ANALYSIS AND RESULTS is significant (p < 0.01) for all four regression
equations (MC, OC, OM, and total), explaining
To test the hypotheses, change in size and change between 6% and 17% of the variance in change
in ROA were regressed on change in pay level in pay level. Although the variance explained in
separately for MC, OC, and OM firms. Change changes in pay is modest, it is consistent with a
in executive pay level was included as a con- number of other studies looking at changes in pay
trol variable in each of the three models. Table 1 (e.g., Gomez-Mejia et al., 1987; Werner and Tosi,
reports the means, standard deviations, and corre- 1995; Murrell, Frieze, and Olson, 1996).
lations of all the variables used in the analyses.
Our sample firms averaged a 1 percent increase
in ROA and a 2 percent increase in size. Consis- DISCUSSION
tent with the current controversial trend of esca-
lating executive pay, our sample’s mean change This study, combined with other research, shows
in executive pay level was 13 percent, while the that managerial discretion does affect the overarch-
mean change in pay level of all employees was ing compensation strategies and practices of MC,

Table 1. Means, standard deviations, and correlations of variables

MC OC OM Change in Change in Change in Change in


pay level firm size ROA exec. pay
level

Mean 0.13 0.46 0.41 0.06 0.02 0.01 0.13


S.D. 0.34 0.50 0.49 0.19 0.50 1.72 0.38
Manager-controlled 1.00
Owner-controlled −0.36∗∗ 1.00
Owner-managed −0.32∗∗ −0.77∗∗ 1.00
Change in pay level −0.06 −0.10 0.14∗∗ 1.00
Change in firm size 0.07 0.02 −0.07 0.05 1.00
Change in ROA 0.00 −0.07 0.08 0.22∗∗ 0.03 1.00
Change in exec. pay level −0.04 0.00 0.03 0.15∗∗ 0.09 0.27∗∗ 1.00


p < 0.05;
∗∗
p < 0.01; n = 407

Copyright  2005 John Wiley & Sons, Ltd. Strat. Mgmt. J., 26: 377–384 (2005)
382 S. Werner, H. L. Tosi and L. Gomez-Mejia

Table 2. Regression of the effects of change in size and ROA on change in average pay level by ownership structure

Variables Change in pay level


Sample 1 MC Sample 2 OC Sample 3 OM Sample 4 Total
firms (N = 46) firms (N = 198) firms (N = 163) sample (N = 407)

Standardized Standardized Standardized Standardized


betas betas betas betas
(Regression (Regression (Regression (Regression
coefficients) coefficients) coefficients) coefficients)

Change in size 0.35∗∗ (0.089) 0.00 (0.000) 0.15∗ (0.201) 0.04 (0.015)
Change in ROA 0.15 (0.026) 0.19∗∗ (0.022) 0.18∗ (0.019) 0.19∗∗ (0.021)
Change in executive pay level 0.10 (0.047) 0.14∗ (0.073) 0.05 (0.023) 0.09∗ (0.047)
R2 0.17∗∗ 0.07∗∗ 0.07∗∗ 0.06∗∗
F 2.80∗∗ 4.54∗∗ 4.08∗∗ 8.17∗∗
Adjusted R 2 0.11∗∗ 0.05∗∗ 0.05∗∗ 0.05∗∗

∗ ∗∗
p < 0.05; p < 0.01

OM, and OC firms. This is an important finding compensation systems of OC and MC firms. One
because, we believe, central to understanding the of them is the extent to which procedural and dis-
formulation of compensation strategy is to under- tributive justice differs between OC and MC firms.
stand the role of ownership structure, since the Are there any mechanisms in place in OC firms to
strategic concept itself is explicitly defined in terms ensure that employees are not unjustly penalized
of decisions that determine the overall direction of for performance outcomes that lie beyond their
the firm and its ultimate viability (Gomez-Mejia control? What processes do OC firms use to ensure
and Wiseman, 1997). that aggregate performance-based incentives are
Our findings suggest that the role played by fairly distributed across individuals and groups?
corporate governance on the determinants and con- Another issue would be the extent to which
sequences of aggregate risk bearing deserves more there are differences in risk taking between OC
attention in future investigations (see Wiseman and and MC firms at the employee level in response to
Gomez-Mejia, 1998; Wiseman, Gomez-Mejia, and the incentive system. While principals can moni-
Fugate, 2000; for a theoretical discussion of the tor decision making at the top, this would become
compensation risk bearing construct). Our results increasingly more difficult at lower levels as com-
indicate that in OC firms top managers are not the plexity and information asymmetries rise accord-
only ones that have their pay at risk. All employees ingly. In the case of gainsharing, for instance,
bear the adverse consequences from unforeseeable one of the most widely used aggregate pay-
events that impact firm performance or decisions for-performance plans, Gomez-Mejia et al. (2000:
made by top managers that influence the pay allo- 493) warn us that ‘employees after a certain point
cation criteria (e.g., the achievement of specified may become increasingly risk averse in response
productivity or profitability targets). To the extent to the greater risk they face. Employees may avoid
that OC firms offer performance-related incentives projects or alternatives with higher expected value
as a substitute for other forms of relatively assured that involve greater risk.’ How do OC firms pre-
pay (e.g., base salary) so that the employee may vent employees from becoming overly cautious
face foregone income if performance targets are in their behavior/decision making, resulting in
not met, risk bearing should increase correspond- even lower performance than would otherwise be
ingly. This would be compounded by the fact that observed in the absence of such plans? How do
the ‘line of sight’ between an individual’s behav- individual employees with private information that
ior and firm-level performance outcomes is rather may lead to cost savings induce the cooperation
tenuous. of others who may be in a position to hinder or
The presence of differential risk bearing as enhance implementation of these ideas?
a function of ownership structure raises several Lastly, one might speculate that OC firms may
interesting issues for comparative research on the attract and retain more ‘risk-loving’ employees
Copyright  2005 John Wiley & Sons, Ltd. Strat. Mgmt. J., 26: 377–384 (2005)
Research Notes and Commentaries 383

than MC firms. Some research suggests that not the entire organization. Thus, organizational gov-
all employees exhibit equal tolerance for compen- ernance issues should concern all organizational
sation risk and that they tend to gravitate towards stakeholders including employees, rather than just
firms that best meet their risk preferences (Gomez- shareholders and top corporate management.
Mejia and Balkin, 1989). Does a greater employee
tolerance for risk in OC firms mitigate the potential
risk-averse consequences of greater compensation ACKNOWLEDGEMENTS
risk bearing? Relatedly, most OC firms around the
world are family owned. This raises the question of This project was completed by Luis Gomez-Mejia
how family relations at the top affect risk bearing during a sabbatical stay at Instituto de Empresa,
at lower levels (see Gomez-Mejia, Nunez-Nickel, Madrid.
and Gutierrez, 2001; Gomez-Mejia et al., 2003; for
a general discussion of these issues).
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