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Strategic Management Journal

Strat. Mgmt. J., 32: 731–747 (2011)


Published online EarlyView in Wiley Online Library (wileyonlinelibrary.com) DOI: 10.1002/smj.909
Received 17 September 2008; Final revision received 12 November 2010

THE EFFECTS OF BOARD HUMAN AND SOCIAL


CAPITAL ON INVESTOR REACTIONS TO NEW
CEO SELECTION
JIE (JENNY) TIAN,1 * JERAYR (JOHN) HALEBLIAN,2
and NANDINI RAJAGOPALAN3
1
School of Hotel and Tourism Management, The Chinese University of Hong Kong,
Shatin, N.T., Hong Kong
2
Terry College of Business, University of Georgia, Athens, Georgia, U.S.A.
3
Marshall School of Business, Department of Management and Organization, Los
Angeles, California, U.S.A.

This study extends work on independent directors to examine the influence of their human capital
and social capital on investor reactions to the board’s CEO selection decision. We predict that
human capital, as represented by the board’s CEO experience and industry experience, and
social capital, as represented by directors’ co-working experience on the board and external
directorship ties to other corporate boards, will influence the stock market reactions to new
CEO appointments. In a sample of 208 new CEO appointment events in U.S. manufacturing firms
between 1999 and 2003, we found that the stock market reacted favorably to the appointments
made by boards with higher levels of human and social capital. We also found that the effect
of internal social capital was stronger when the new CEO was an insider rather than an
outsider. The implications of the results for director selection and CEO succession are discussed.
Copyright  2010 John Wiley & Sons, Ltd.

INTRODUCTION and board effectiveness has been far from conclu-


sive (Johnson, Daily, and Ellstrand, 1996; Zahra
Agency theory assumes that independent outside and Pearce, 1989). This absence of an empirical
directors are more effective than inside directors link may stem from prior work treating indepen-
in monitoring management and protecting share- dent directors as a homogenous group, rather than
holder interests (Fama and Jensen, 1983). How- examining differences among them in terms of
ever, the empirical evidence on the link between their knowledge and skills. Reflecting this con-
board structural independence—most often mea- cern, emerging theoretical work on ‘board capi-
sured as the proportion of independent directors — tal’ argues that while independent outside directors
may have the motivation to be effective monitors,
Keywords: board of directors; human capital; social cap- a board also needs sufficient ability, in the form
ital; CEO selection; stock market reaction of relevant experience, to make the best decisions

Correspondence to: Jie (Jenny) Tian, School of Hotel and (Hillman and Dalziel, 2003).
Tourism Management, The Chinese University of Hong Kong,
Shatin, N.T., Hong Kong. The literature on board capital identifies two
E-mail: tianjie@baf.msmail.cuhk.edu.hk key elements of board ability: human capital,

Copyright  2010 John Wiley & Sons, Ltd.


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732 J. Tian, J. Haleblian, and N. Rajagopalan

defined as context-specific knowledge and skills an ‘initiating force’ in CEO dismissals (Friedman
obtained through work experience; and social cap- and Singh, 1989: 723) and board-initiated CEO
ital (also known as relational capital), defined dismissals in poorly performing firms are asso-
as the resources accessible through the network ciated with positive stock market reactions (e.g.,
of relationships possessed by an individual or a Borokhovich et al., 1996; Weisbach, 1988). Inter-
social unit (Hillman and Dalziel, 2003). Although estingly, though, compared with its role in firing
recent empirical research supports the argument an incompetent CEO, the board’s role in finding
that board human capital influences corporate out- a new CEO has been studied less often (Zajac,
comes (e.g., Kroll, Walters, and Wright, 2008; 1990). Overall, we attempt to answer the following
McDonald, Westphal, and Graebner, 2008; West- question: does the stock market value independent
phal and Fredrickson, 2001), only limited empir- board members’ human and social capital in the
ical work has examined board human and social context of new CEO selection?
capital simultaneously (Kor and Sundaramurthy,
2009). Previous studies on board capital are also
limited in the sense that they lack a systematic, THEORY AND HYPOTHESES: BOARD
task-relevant classification scheme of board cap- CAPITAL AND CEO SELECTION
ital and a focus on corporate decisions that are
most likely to be made by the board of direc- Agency theory contends that due to their indepen-
tors. To gain a better understanding of how board dence from the CEO, boards consisting primarily
capital affects the board’s effectiveness in its of independent outsiders have greater motivation
key decisions, we develop a framework of board
to monitor management than insiders (Fama and
human and social capital and board effectiveness
Jensen, 1983). Building on agency theory work,
in chief executive officer (CEO) selection. Hir-
board capital theory argues that board indepen-
ing the CEO is the most important decision the
dence is a necessary, but not sufficient, condi-
board makes (Vancil, 1987). In this study, we
tion for effective monitoring and that assessing
examine how board effectiveness in CEO selec-
board ability in the form of board capital is also
tion is influenced by two types of board human
needed.1 Research on board capital draws on work
capital—board CEO experience (i.e., directors’
on human capital (Becker, 1975) and social capital
experience of serving as CEOs at other compa-
(Nahapiet and Ghoshal, 1998) and defines human
nies) and board industry experience (i.e., experi-
capital as directors’ experience and expertise and
ence of working in the focal firm’s industry)—and
social capital as the resources available to the
two types of board social capital—internal social
board through its internal and external networks
capital (i.e., directors’ co-working experience on
(Hillman and Dalziel, 2003). The two elements of
the focal board) and external social capital (i.e.,
board capital differ from each other as human cap-
the board’s external directorship ties to other
ital refers to experience embedded within an indi-
corporations).
Consistent with prior studies (e.g., Borokhovich, vidual, whereas social capital refers to the access
Parrino, and Trapani, 1996; Brickley, Linck, and to useful information and resources through social
Coles, 1999), we examine board effectiveness by relationships (Burt, 1997). We argue that boards
assessing investor reactions to the appointment of a will have access to better-quality information and
new CEO, measured as the abnormal stock returns will develop more effective information process-
following the appointment announcement. Since ing capabilities if they have high levels of human
the board’s primary responsibility is to increase and social capital. In particular, board capital is
firm value, abnormal stock returns can be seen as expected to have a positive effect on board effec-
an appropriate board effectiveness measure. More tiveness in CEO selection as perceived by stock
broadly, in the CEO succession literature, abnor- market investors.
mal stock returns around the time of CEO succes-
sion are an appropriate firm performance measure 1
To capture both board motivation and ability, we assess board
because they represent an unbiased estimate of capital for independent directors. By focusing on independent
investors’ expectations and allow the isolation of directors, we can isolate the effects of board capital (i.e., board
ability) that exist beyond that of structural independence (i.e.,
reaction to a specific event (Kesner and Sebora, motivation) variables, and thus help clarify performance impli-
1994). The board of directors has been viewed as cations of board independence.

Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
10970266, 2011, 7, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.909 by Indian Institute Of Management, Wiley Online Library on [29/09/2023]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
Board Capital and CEO Selection 733

The effects of human and social capital can be position. We predict that directors with CEO expe-
analyzed with regard to how they affect directors’ rience will be better able to judge whether a poten-
performance in the key tasks in the CEO selec- tial CEO candidate has the attributes that meet the
tion process. The board’s first task is to estab- firm’s strategic requirements. This ability stems
lish a strategic mandate for the new CEO, which from the director’s own understanding of the con-
includes ‘a forecast of the future environment fac- tent of the CEO’s job and the corresponding skill
ing the corporation, an assessment of the degree requirements for the job. A CEO’s job knowledge
and rate of change that will be required to cope has a significant tacit element as the knowledge
with that environment, and an identification of the is not readily available from secondary sources.
skills, experience, and foresight required of the Rather, the CEO can only learn from direct expe-
next CEO’ (Vancil, 1987: 27). Its second task is to rience of handling complex job tasks, ranging from
identify potential internal and external CEO candi- integrating functional executives’ diverse informa-
dates and assess their knowledge and skills (Vancil, tion and expertise, which requires of the CEO
1987). skills in such areas as communication, leadership,
We argue that board performance in the first task and conflict resolution (Mintzberg, 1973; Zhang
depends on the degree to which directors have and Rajagopalan, 2004), to developing a strategic
human capital developed through their job- and vision for the firm, representing it to outside con-
industry-specific experience. Prior work consistent stituents, and making complex strategic decisions
with a board human capital perspective suggests (Lorsch and Khurana, 1999). Given their valuable
that the more the directors know about the firm’s skill set stemming from CEO experience, current
business environment and the nature of the CEO’s or retired CEOs are more likely than non-CEOs
job, the better they can match the CEO to the firm to gain seats on the boards of their own firm or
conditions (Vancil, 1987). Therefore, we argue that other firms and investors react positively when
directors should make better CEO selection deci- firms appoint directors with CEO experience to
sions if (1) they have CEO experience, that is, their boards (Brickley et al., 1999; Fich, 2005).
experience of working as CEOs at other compa- These arguments and evidence lead to our first
nies, which improves the directors’ familiarity with hypothesis:
the typical job tasks facing a CEO, and (2) industry
experience, that is, experience of working in the Hypothesis 1: There will be a positive relation-
focal firm’s industry, which improves directors’ ship between independent board members’ CEO
understanding of the firm’s business environment. experience and investor reactions to a new CEO
We thus link these two types of board human cap- appointment.
ital to board effectiveness in CEO selection.

Human capital and board effectiveness Board industry experience


in CEO selection To hire a CEO, the board must also understand
Board CEO experience the industry environment facing the firm (Vancil,
1987). Firms operating in the same industry are
Experience with performing a certain task leads to faced with similar sets of technologies, competitive
improved task expertise. More specifically, indi- rules, customer needs, supplier capabilities, and
viduals with high levels of task experience are government regulations (Kor and Misangyi, 2008).
better able to judge the qualifications of others Previous research has shown that decision mak-
who perform similar tasks (Bandura, 1997). Con- ers’ industry-specific experience is a valuable, rare,
sistent with this notion, expert performance is spe- and hard-to-imitate resource (Castanias and Helfat,
cific to a particular knowledge area (McDonald 1991) and that positive performance effects follow
et al., 2008) because individuals with experience from senior executives’ industry-specific experi-
in an area have more densely developed knowl- ence (Kor, 2003). Independent directors with work
edge structures relevant to that area (Day and Lord, experience in the focal firm’s industry will have
1992). Directors who have experience of work- particularly relevant knowledge of that industry.
ing as CEOs at other companies (‘CEO directors’) There has been evidence that directors’ industry-
have developed expertise specific to the CEO’s job specific experience affects board decisions. For
Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
10970266, 2011, 7, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.909 by Indian Institute Of Management, Wiley Online Library on [29/09/2023]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
734 J. Tian, J. Haleblian, and N. Rajagopalan

example, it has been reported that outside direc- together. Shared co-working experience makes it
tors’ industry-specific experience enables boards possible for group members to develop a ‘bond-
to make acquisition decisions that are positively ing’ form of social capital owned collectively by
received by investors (Kroll et al., 2008). In the all group members (Adler and Kwon, 2002). In
context of CEO selection, reflecting the importance the board context, we argue that directors’ co-
of industry-specific knowledge, boards are more working experience provides the board with both
likely to hire from within the industry even when ability and opportunity benefits. First, co-working
they seek a new CEO from outside the firm (Par- experience improves board ability by allowing
rino, 1997). Moreover, directors who have had directors to develop tacit firm-specific knowledge.
firsthand work experience in the firm’s indus- Given that most independent directors have pri-
try are likely to have tacit knowledge of indus- mary, full-time positions outside the firm and
try opportunities and constraints and to develop only serve their board duty on a part-time basis,
a more nuanced understanding of the industry their experience of working together on the focal
(Rajagopalan and Datta, 1996; Vancil, 1987). This board provides them with perhaps the only chance
allows for a more accurate assessment of the to learn about the firm’s idiosyncratic strategic
fit between potential CEO candidates and indus- issues. The importance of group co-working expe-
try contingencies. These benefits of directors’ rience as a source of valuable firm-specific knowl-
industry-specific experience may be particularly edge has been discussed as early as in Penrose’s
salient for nondiversified firms. In sum, directors (1959) seminal work. She observed that a col-
equipped with industry experience should make lection of individuals who have had experience
better-informed CEO hiring decisions. This brings working together are able to provide ‘produc-
us to our second hypothesis: tion services’ that are valuable and unique to the
firm. Admittedly, independent directors can obtain
Hypothesis 2: There will be a positive rela- information about the firm’s business from sec-
tionship between independent board members’ ondary sources (e.g., from corporate documents or
industry experience and investor reactions to a business media), but it is difficult for directors to
new CEO appointment. put secondary information ‘into perspective’ and
interpret its meaning within the firm’s context if
they do not have adequate firm-specific knowl-
Board social capital and board effectiveness edge. Every firm faces a unique set of challenges
in CEO selection at the time of CEO selection (Conger, Finegold,
In addition to human capital, social capital should and Lawler, 1998). Board members with little co-
also affect board outcomes. Group performance working experience may initiate a strategic man-
depends in part upon members’ capabilities to pro- date containing only generic or even misinformed
cess and share information obtained from their descriptions about the firm’s strategic needs and
internal and external networks of relationships the desired CEO characteristics (Khurana, 2001).
(Borgatti and Cross, 2003). Boards with strong ties By contrast, boards with long co-working expe-
within the firm and to other strategically related rience may be better able to interpret the strate-
firms enjoy better access to more and higher qual- gic implications of the challenges and specify the
ity information, which results in superior advice characteristics of the new CEO needed to address
to the firm and better financial outcomes (Carpen- those challenges (Charan, 2005). In this sense,
ter and Westphal, 2001). Based on prior literature, co-working experience can be seen as a strate-
we distinguish between two types of board social gic resource owned by the board (Castanias and
capital—internal and external—and explain their Helfat, 1991).
impact on board effectiveness in CEO selection as Second, co-working experience creates oppor-
follows. tunities for directors to share and coordinate their
individual expertise and knowledge because, over
time, directors tend to develop a common under-
Internal social capital and board co-working
standing of who knows what on the board. This
experience
understanding of expertise location among group
In work groups, internal social capital is developed members is particularly important for groups in
through group members’ experience of working which members’ special expertise or unique past
Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
10970266, 2011, 7, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.909 by Indian Institute Of Management, Wiley Online Library on [29/09/2023]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
Board Capital and CEO Selection 735

experiences provide some members with access to an authoritative and trusted source (such as direc-
information that others do not have (Rulke and tors in other companies) is a valuable resource.
Rau, 2000), and it has been found to have posi- Independent directors’ external board ties serve
tive effects on group task performance (Littlepage, as a window to the world (Andrews, 1980). In
Robison, and Reddington, 1997). Research shows previous studies, external directorship ties have
that co-working experience allows group members been variously viewed as a source of information,
to recognize, share, and coordinate their individual experience, and reputation (Carpenter and West-
experience (Littlepage et al., 1997). In a similar phal, 2001; Hillman, Cannella, and Paetzold, 2000;
vein, directors who share long co-working expe- Perry and Peyer, 2005). Executives’ decisions to
rience are likely to develop a group-level mutual sit on other corporate boards increase the value
knowledge based on their firsthand understanding of the executives’ home firm, indicating that the
of one another’s expertise and through the face- stock market values the external board seats earned
to-face interactional dynamics among themselves by executives (Perry and Peyer, 2005). Similarly,
(Cramton, 2001). Equipped with firm-specific busi- Carpenter and Westphal (2001) found that direc-
ness knowledge and group-specific knowledge of tors who held board seats in strategically related
who knows what, directors should be able to spend firms were more effective in strategic decision
less time searching for necessary decision infor- making for similar firms than directors without
mation and focus more on discussing substantive such network ties. Their findings are consistent
issues. Taken together, these arguments lead to our with the argument that director ties are associated
third hypothesis: with improving the flow of information to the focal
firm.
Hypothesis 3: There will be a positive relation- In addition, external directorship ties may pro-
ship between independent board members’ co- vide the board with expertise in evaluating CEO
working experience and investor reactions to a performance and hence an ‘alternative angle’ re-
new CEO appointment. garding what should be required of the new
CEO. While board CEO experience provides a
External social capital and external directorship jobholder’s perspective and increases the board’s
ties understanding of the CEO’s job, expertise in
The board’s network of external directorship ties is assessing CEO performance provides an evalua-
a major source of its external social capital (Hill- tor’s perspective and increases the board’s abil-
man and Dalziel, 2003). Broader work on inter- ity to set up performance standards and evalua-
locking directorates has shown that ties play an tion criteria for the CEO. Directors with external
important role in the dissemination of knowledge board ties are more likely to learn the expertise
between firms (Burt, 1980). Such ties reduce scan- of assessing CEO performance and thereby make
ning costs (Bazerman and Schoorman, 1983) and positive contributions to the CEO selection deci-
increase access to strategic information and oppor- sion. These well-connected directors would know
tunities (Pfeffer, 1991), which perhaps explains more about evaluating a CEO’s ability in strat-
why the market responds positively when a CEO egy formulation and implementation and about
is asked to join another firm as a board member establishing appropriate performance metrics for
(Rosenstein and Wyatt, 1994). the CEO (Conger et al., 1998). CEO evaluation
In the process of searching for a new CEO, is a task that cannot be delegated (Charan, 2005)
the board may benefit from independent directors’ and expertise in this task is valuable, rare, and
experience of serving on other corporate boards. hard-to-substitute because in most companies only
In other words, who board members know affects board members have the authority and the data to
the quality of CEO candidate information avail- evaluate the CEO (Conger et al., 1998). Last but
able to the focal board. Through their commu- not least, the market for directorships functions as
nication with other directors and executives, the an important source of incentives for independent
focal firm’s directors quite likely obtain valuable directors to develop their professional reputation
and up-to-date information about a broad pool (Fama and Jensen, 1983). Not surprisingly, the
of potential candidates. CEO hiring decisions are number of external directorships has been linked
often ‘secretive,’ so candidate information from to director reputation as perceived by investors
Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
10970266, 2011, 7, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.909 by Indian Institute Of Management, Wiley Online Library on [29/09/2023]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
736 J. Tian, J. Haleblian, and N. Rajagopalan

(Ferris, Jagannathan, and Pritchard, 2003). Over- strategic change (Kesner and Dalton, 1994; Vancil,
all, external directorship ties are associated with 1987). Investors may prefer the internal promo-
high quality information about external CEO can- tion decisions made by boards with strong internal
didates, unique expertise in CEO evaluation, and social capital because the directors tend to under-
good director reputation. Based on these observa- stand the firm’s strategic issues better and are more
tions, we propose our fourth hypothesis: familiar with potential inside candidates.
On the other hand, we expect that external
Hypothesis 4: There will be a positive rela- social capital will be more beneficial for external
tionship between independent board members’ CEO selections. Arguably, access to superior infor-
external directorship ties and investor reactions mation on external CEO candidates is enhanced
to a new CEO appointment. by directors’ ties with other corporate boards.
Research shows external directorship ties provide
Interaction effect of board social capital reliable, detailed, and timely information to the
and succession type board (Carpenter and Westphal, 2001) and help
reduce the costs of searching for external CEO can-
The board is faced with a challenge in the process didate information (Williamson and Cable, 2003).
of hiring a new CEO: identifying and evaluating Although firms often hire an executive search firm
potential CEO candidates from both inside and when initiating a CEO search, researchers have
outside the firm (Charan, 2005; Conger, Lawler, found that, in most successful CEO searches, it
and Finegold, 2001; Vancil, 1987). We posit that is the board of directors rather than headhunters
while board human capital will likely have a ben- that produces the list of primary candidates (Lorsch
eficial effect for both internal and external succes- and Khurana, 1999). While search firms excel at
sions, board social capital will have a differential verifying qualifications and references, the data
effect depending on the succession type. Recall they offer may lack details about a candidate’s
that human capital is captured by the board mem- working style, cultural values, or accomplishments
ber’s prior CEO experience and industry expe- (Khurana, 2001). Directors’ connections to exter-
rience. These types of experience are valuable nal boards allow them to get fine-grained infor-
whether the newly selected CEO is an insider or an mation on external candidates as evidenced by the
outsider because in both types of successions the following quote:
board needs to understand the nuances of a CEO’s
job (an understanding that is derived from the ‘To get such fine-grained information on
board’s CEO experience) as well as key industry external candidates, directors rely largely on
contingencies that affect the fit between a potential their connections to other directors. Since a
CEO candidate and the firm (industry understand- large number of CEO candidates are them-
ing is enhanced by the board members’ industry selves on boards, they are often connected
experience). In contrast, the value of social capi- to other board members. These connections,
tal is more likely to be contingent on the type of in turn, make the interlocking directorate
succession. Specifically, we argue that boards with particularly well suited for transferring spe-
greater internal social capital make better internal cific information about potential candidates’
CEO selection decisions, while boards with supe- (Khurana, 2004: 114–115).
rior external social capital make better external
CEO selection decisions. Overall, boards with rich internal social capital
On the one hand, we expect that internal social are better at finding an internal CEO successor
capital in the form of co-working experience will whereas boards with rich external social capital are
have a greater positive effect on internal CEO better at matching firm requirements to an external
selections than external ones. Companies choose CEO successor. Different types of board social
internal promotion or external recruitment for dif- capital thus provide different benefits in different
ferent reasons. Internal promotion is associated succession contexts. These arguments lead to the
with the objective of protecting the company’s following hypotheses:
current resource base and maintaining strategic sta-
bility, whereas external recruitment is used for Hypothesis 5a: The positive effect of board co-
the purpose of renewing resources and initiating working experience (i.e., internal social capital)
Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
10970266, 2011, 7, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.909 by Indian Institute Of Management, Wiley Online Library on [29/09/2023]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
Board Capital and CEO Selection 737

on investor reaction to a new CEO appointment that is unanticipated by an economic model of


will be stronger for internal than for external anticipated, normal returns. This may be expressed
CEO successions. mathematically as:

Hypothesis 5b: The positive effect of external E = Rit − (αi + βi Rmt ),


directorship ties (i.e., external social capital) on
investor reactions to a new CEO appointment where Rit = return on stock i for day t, Rmt =
will be stronger for external than for internal return on the market portfolio for day t, αi = a
CEO successions. constant, and βi = beta of stock i. To estimate α
and β, we used an estimation period of 250 days,
or approximately one year of trading days, from
METHODS 295 days to 45 days before the event. Short event
windows have the advantage of limiting possi-
Sample selection ble confounding effects (McWilliams and Siegel,
1997), so the dependent variable in this study
The sample for this study consisted of new CEO
was measured as the cumulative abnormal return
appointment announcements made between 1 Jan-
(CAR) over the two-day window (0,1) around the
uary, 1999, and 31 December, 2003, by large
announcement date of CEO appointment.
(average sales revenue greater than $50 million in
To ensure that abnormal returns reflect the mar-
the three-year period prior to CEO succession),
ket’s reaction to the new CEO appointment, we
nondiversified (over 70% of annual sales from
identified the day on which the CEO selection
a single industry in the three-year period prior
news was first known to the public by compar-
to CEO succession), publicly traded U.S. manu-
ing the publication date of the WSJ to the date of
facturing firms. The term ‘industry’ was defined
the hiring company’s own press release and choos-
using the four-digit Standard Industrial Classifi-
ing the earlier of the two as the event date. We
cation (SIC) codes based on the segment data
found 17 sample firms had announced a succession
provided in COMPUSTAT. To filter out events of
plan and named the successor before the official
little importance, we limited our sample to per-
appointment of the successor. Hence, we assigned
manent appointments (Furtado and Rozeff, 1987).
these cases a new (more accurate) event date—the
Consistent with prior research, we identified the
day when the succession plan was announced.
announcements from the Wall Street Journal ’s
(WSJ ) ‘Who’s News’ and ‘What’s News’ columns
(Friedman and Singh, 1989; Furtado and Rozeff, Independent variables
1987). The initial sample included 316 announce-
All board experience and external directorship ties
ments made by 295 companies. After dropping
variables were created for year t-1, treating the
cases with missing data, our final sample consisted
year in which the new CEO was appointed as
of 208 CEO succession events. We compared the
t, and they were measured only for the indepen-
firms in our final sample against firms dropped
dent directors of the focal firm. We coded data
for missing data on total assets, total sales, or
on board-related variables from the sample firms’
employment size. Based on z-tests for differences
proxy statements filed in year t-1. Corporate gov-
in means, no significant differences were found
ernance researchers have classified directors into
between groups, indicating that selection bias was
three groups: inside, affiliated, and independent
not a problem in our sample.
(Daily, Johnson, and Dalton, 1999). We coded a
director as an insider if he or she was a current
Measures employee of the focal firm. An affiliated director
was defined as being one or more of the following:
Dependent variable
a former employee, a service provider, a supplier,
Abnormal stock return refers to the difference a customer, a recipient of charitable funds con-
between the observed return and the predicted tributed by the firm, an interlocking or designated
or normal return for the firm’s stock around the director, and/or a family member of a director or
appointment of the new CEO. Thus, the impact of an executive. Finally, we coded a director as inde-
the event was measured by the portion of the return pendent if he or she was an outside director not
Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
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738 J. Tian, J. Haleblian, and N. Rajagopalan

affiliated with the company in any of the capacities expectations (Cannella and Shen, 2001). There-
listed above. fore, we controlled for the old CEO’s and the
Board human capital was measured with two new CEO’s ages. Because the new CEO’s char-
variables—board CEO experience and board in- acteristics may affect investors’ expectations for
dustry experience. We first identified the name of future firm value, we added in the model several
each independent director’s current employer—or variables measuring the characteristics of the new
most recent employer if the director was retired— CEO. New CEO origin was coded ‘1’ if the new
as well as his or her job title(s) with the employer. CEO was an insider and ‘0’ if he or she was an
A ‘CEO director’ was defined as an indepen- outsider (Zhang and Rajagopalan, 2004). We also
dent director who currently was, or previously had controlled for three variables measuring the new
been, the CEO of another firm. Board CEO expe- CEO’s human and social capital. The first vari-
rience was then measured as the percentage of able is the number of external directorships held
independent board members who were CEO direc- by the new CEO. The second is the new CEO’s
tors (Fich, 2005). Consistent with prior work (e.g., job experience, coded ‘1’ if the new CEO held the
Kroll et al., 2008), board industry experience was CEO title at his or her previous employing firm
measured as a dichotomous variable (= 1 if one (when the new CEO was an outsider) or if the
or more independent directors had current or past new CEO held the title of president, chief operat-
work experience in the same industry as the focal ing officer (COO), or both (when the new CEO was
firm, and = 0 if no independent director had cur- an insider, or more specifically, an heir apparent
rent or past experience in the same industry). to the CEO position) (Shen and Cannella, 2003;
We defined internal social capital in terms of the Zhang and Rajagopalan, 2004), and ‘0’ if other-
board’s co-working experience. Consistent with wise. This variable shows whether or not the new
previous research (Barkema and Shvyrkov, 2007; CEO had previous exposure to tasks specific to the
Carroll and Harrison, 1998), board co-working CEO position. The third is the new CEO’s indus-
experience was calculated as the overlap in inde- try experience, coded ‘1’ if the new CEO had had
pendent directors’ board tenures based on the fol- work experience in the focal firm’s primary indus-
lowing formula: try. Next, we followed previous work (Cannella
and Lubatkin, 1993; Huson, Malatesta, and Par-
Board co − working experience = rino, 2004) and controlled for old CEO disposition,
1 in which ‘1’ represents routine departures and ‘0’
tenure overlap = min(ui uj ), represents nonroutine departures. Routine depar-
n i=j
tures included (1) relay successions, in which an
where ui is the board tenure of the i th director heir apparent became CEO and the outgoing CEO
and n is the number of pairwise comparisons. became board chairperson, and (2) retirement, in
Finally, board external social capital was defined which the outgoing CEO retired but remained as
as external directorship ties, and consistent with the chairperson or a director. Nonroutine depar-
prior studies (e.g., Ferris et al., 2003; Fich, 2005; tures included (1) voluntary resignation, (2) forced
Mitra and Hossain, 2007), measured as the average resignation and dismissal, and (3) death or health
number of external directorship ties held by the problems. Characteristics of the arriving/departing
independent directors of the focal firm. CEOs and succession events were coded from the
WSJ, company press releases, and corporate proxy
statements.
Control variables
To rule out confounding explanations, we incorpo- Board independence. We controlled for outsider
rated a set of control variables for outgoing (old) ratio, the most widely used measure of board inde-
and incoming (new) CEO characteristics, succes- pendence (Zahra and Pearce, 1989). This variable
sion context, board independence, board experi- was computed as the proportion of independent
ence diversity, and the organizational and industry outside directors on the board. The departing CEO
contexts. may also influence the choice of successor. For
example, some independent directors are likely to
CEO characteristics and succession context. Age have been handpicked by the old CEO (Shivdasani
is a proxy for a CEO’s experience and career and Yermack, 1999), and as such they may be less
Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
10970266, 2011, 7, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.909 by Indian Institute Of Management, Wiley Online Library on [29/09/2023]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
Board Capital and CEO Selection 739

influential over the selection of a new CEO than instability was then computed as the standard error
directors who joined the board prior to the old of the estimated beta coefficient (b1 ) divided by
CEO. For that reason, we controlled for the per- sales averaged over the five-year period prior to
centage of independent directors joining the board the year of CEO succession (from year t-5 to t-
after the old CEO. The effect of inside directors’ 1). Data on these variables were obtained from
experience on board performance may also be rel- COMPUSTAT.
evant in this context. Some researchers argue that
insiders contribute to board performance by virtue Board experience diversity. The broader literature
of their firm-specific knowledge (Baysinger and
on top management teams and boards has argued
Hoskisson, 1990), whereas others posit that insid-
that both the level and the diversity of experi-
ers use information for their own interests rather
ence may be relevant in examining group/firm out-
than for the benefit of shareholders (Weisbach,
comes. However, the empirical evidence about the
1988). To control for the effect of insiders’ expe-
relation between experience diversity and group
rience, we incorporated insiders’ average board
performance has been mixed (Milliken and Mar-
tenure into the analysis. Independent directors with
tins, 1996). In this study, we incorporated four
a financial stake in the firm may be more moti-
vated to monitor firm management (e.g., Hambrick diversity measures. Board CEO experience diver-
and Jackson, 2000), so we controlled for direc- sity was measured using the formula developed
1  (S −
n
tor stock ownership, measured as the percentage by Tsui, Egan, and O’Reilly (1992): [ n i
of shares outstanding owned by all independent  j =1

directors. Sj )2 ]1 2 . It is the square root of the summed


squared differences between a director Si ’s CEO
Organizational and industry context. Three firm- tenure and the CEO tenure of every other direc-
level controls were included. Because investors tor Sj , divided by the number of independent
may respond differentially to CEO successions in directors. Board co-working experience diversity
large and small firms (Furtado and Rozeff, 1987), was measured in the same way except that Si
we controlled for firm size, measured as the loga- and Sj represented directors’ board tenures. We
rithm of the firm’s total assets averaged over the controlled for board industry experience diver-
three years prior to CEO selection. Pre-succession sity based on the measure used by Cannella,
performance has also been regarded as an impor- Park, and Lee (2008). We checked each indepen-
tant contingency in CEO succession research. Fol- dent director’s primary or most recent employer
lowing previous research (Zhang and Rajagopalan, and recorded the number of industries in which
2004), we created a composite index of prior firm that company had operations from the business
performance by standardizing the market-to-book- segment data of COMPUSTAT. Board industry
value ratio and return on equity (ROE) for the year experience diversity was then measured using the
prior to CEO succession (mean = 0, s.d. = 1) n m

and then summing the two standardized values. following formula: [ (1 − pij2 )]/n, where pij
i=1 j =1
We also controlled for prior industry performance, equals the reciprocal of the number of indus-
which was operationalized as the median firm per- tries (i.e., 1 divided by the number of indus-
formance—also computed as a composite mea- tries in which a director’s primary or most recent
sure of market-to-book value and ROE—in the employer operated), m is the number of indus-
focal firm’s primary industry. Data on the size and tries, and n is the number of independent direc-
performance variables were obtained from COM- tors. A higher score represents greater industry
PUSTAT. Finally, consistent with prior work, we experience diversity. While these three diversity
controlled for industry instability (Boyd, 1990). measures address the board’s human capital and
We regressed time against industry sales using internal social capital, the effect of diversity may
the following equation for each four-digit SIC also be reflected in the number of industries to
industry: which the board is linked through directors’ exter-
Yt = b0 + b1 × t + εt , nal board ties. Therefore, we added another con-
trol variable, industry diversity of external direc-
where Yt is the total sales of all firms in an torship ties, measured as the number of two-digit
industry in year t, and εt is the residual. Industry SIC industries represented in the board’s external
Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
10970266, 2011, 7, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.909 by Indian Institute Of Management, Wiley Online Library on [29/09/2023]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
740 J. Tian, J. Haleblian, and N. Rajagopalan

directorship ties divided by the total number of strong support for Hypothesis 34 (b = 0.94,
external ties.2 p < 0.001). Consistent with Hypothesis 4, the
coefficient for directors’ external directorship ties
shows a positive effect on CAR (b = 0.93,
RESULTS p < 0.05). The four independent variables as a
group explain a significant proportion of the vari-
Table 1 provides descriptive statistics and cor- ance of the dependent variable. Compared with
relations for the variables used in the study. Model 1, the incremental variance explained by
Table 2 reports the results of ordinary least squares Model 2 is 13 percent (p < 0.001). These results
(OLS) regression analysis for CAR (0, 1).3 Model support our theoretical premise that each of the
1 included the control variables only. Model 2 four variables representing a different element of
added the four board capital variables to Model board human and social capital has a distinct
1. Model 3 added to Model 2 the two interaction impact on the stock market reactions to new CEO
terms between new CEO origin and (a) board co- appointment.
working experience and (b) external directorship Hypotheses 5a and 5b predicted moderating
ties. Results from Model 3 were used to test the effects of new CEO origin on the relationships
hypotheses. between board co-working experience, external
The independent variables were mean-centered directorship ties, and CAR, respectively. The coef-
prior to creating the interaction terms to address ficient for the interaction between board co-
the issue of potential multicolinearity between the working experience and new CEO origin is positive
main effects and the interaction terms (Aiken and and significant (b = 0.80, p < 0.05); therefore,
West, 1991). We inspected the values of vari- the result supports Hypothesis 5a. Moreover, con-
ance inflation factors (VIF) to assess our data for sistent with Hypothesis 5b, the interaction term
multicolinearity. The VIF values ranged between between external directorship ties and new CEO
1.06 and 2.05 for the variables in our regressions origin is negative (b = −1.50, p < 0.10). But
models, which is much lower than the commonly the marginal significance of the interaction term
accepted threshold value of 10 (Hair et al., 1998) provides only limited support for Hypothesis 5b.
and demonstrates that multicolinearity is not a To further facilitate interpretation, we plotted
problem in our data. the significant two-way interaction effect for co-
Hypothesis 1 predicted a positive effect of board working experience in Figure 1. All variables
CEO experience on the stock market reaction to except the relevant independent variables were
a new CEO appointment. Consistent with this constrained to their sample means. Following
hypothesis, the regression coefficient in Model 3 Aiken and West (1991), we calculated the two
for board CEO experience is positive and signifi- simple slopes related to the interaction effect. The
cant (b = 4.23, p < 0.05). Hypothesis 2 predicted simple slopes refer to the regression coefficients
a positive relation between board industry experi- of board co-working experience for insider succes-
ence and investor reaction to a new CEO appoint- sions and outsider successions, respectively. Con-
ment. The regression coefficient for board industry sistent with Hypothesis 5a, in events in which the
experience is positive and significant, supporting new CEO was hired from outside the firm, the
Hypothesis 2 (b = 2.62, p < 0.05). Hypothesis 3 simple slope for board co-working experience was
predicted that board co-working experience should not significant (b = 0.57, n. s.), while the slope
be positively related to CAR. The regression was positive and significant in insider succession
coefficient for co-working experience provides events (b = 1.33, p < 0.001). Investors appeared

4
2
Previous work on ‘groupthink’ (Janis, 1972) suggests that
Of the firms in our sample, 60 percent did not have any external shared group experience beyond a certain level may lead to
directorship ties with other companies in their own two-digit suboptimal decisions. Hence, groupthink would be consistent
SIC industry, and 89 percent of firms did not have any external with a nonlinear relationship between co-working experience
directorship ties with other companies in their own four-digit and board effectiveness. To test for this possibility, we included
industry. a squared term for co-working experience in supplementary
3
To assess the sensitivity of our findings, we also ran our analysis, but we found no significant effect. Perhaps because
analyses using (0, 2) and (0, 3) windows. We were able to boards meet less frequently and for shorter time periods than
replicate our findings using these additional windows, and these other groups within organizations (e.g., top management teams),
results are available upon request. they are less susceptible to groupthink.

Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
Table 1. Mean, standard deviation, and correlations

Mean s.d. 1 2 3 4 5 6 7 8 9 10

1 CAR (0,1) 0.01 0.08


2 Old CEO age 58.41 7.42 −0.15∗
3 New CEO age 50.17 6.82 −0.20∗∗ 0.11†
4 New CEO origin 0.58 0.50 −0.09 0.13† 0.01
5 New CEO external directorships 0.74 1.28 −0.05 −0.03 0.28∗∗∗ −0.14∗
6 New CEO job experience 0.52 0.50 −0.06 0.15∗ 0.00 0.32∗∗∗ −0.14∗
7 New CEO industry experience 0.66 0.47 −0.12† 0.18∗∗ −0.08 0.62∗∗∗ −0.08 0.11
8 Old CEO disposition 0.77 0.42 0.13† 0.26∗∗∗ −0.21∗∗ 0.09 −0.14∗ 0.12† 0.11
9 Outsider ratio 0.62 0.18 −0.13† 0.08 0.13∗ 0.00 0.10 0.05 −0.01 −0.01

Copyright  2010 John Wiley & Sons, Ltd.


10 % directors joining board after the old CEO 0.49 0.39 0.07 0.13∗ −0.12† −0.03 −0.06 0.07 0.05 0.26∗∗∗ 0.12†
11 Insiders’ average board tenure 8.63 5.90 −0.09 0.22∗∗ −0.10 0.11 −0.15∗ 0.03 0.09 0.15∗ −0.10 0.25∗∗∗
12 Director stock ownership 0.19 0.98 −0.05 −0.09 0.01 −0.10 0.09 −0.03 −0.08 −0.01 0.04 −0.01
13 Firm size 6.76 1.86 0.02 0.15∗ 0.13∗ 0.13∗ 0.31∗∗∗ 0.01 0.00 0.01 0.16∗ −0.14∗
14 Prior firm performance 0.01 1.04 0.04 0.01 −0.09 −0.12† 0.00 −0.11† −0.05 0.02 −0.04 −0.14∗
15 Prior industry performance 0.03 1.20 −0.11† 0.03 0.02 −0.02 0.00 0.11† 0.00 0.00 0.07 0.06
16 Industry instability 3.82 3.07 0.14∗ 0.20∗∗ 0.09 −0.13† 0.09 −0.10 −0.15∗ 0.09 0.08 0.05
17 Board CEO experience diversity 8.12 5.84 0.07 0.04 0.07 0.05 0.10 0.00 −0.04 −0.12† 0.13∗ −0.01
18 Board industry experience diversity 0.17 0.29 0.04 −0.05 −0.08 −0.01 0.05 0.02 −0.01 0.08 0.21∗∗ 0.11
19 Board co-working experience diversity 10.79 8.24 −0.12† 0.31∗∗∗ 0.02 0.17∗∗ 0.02 0.13† 0.05 0.09 0.28∗∗∗ −0.06
20 Industry diversity of external ties 0.77 0.96 0.02 0.02 −0.03 −0.03 0.00 0.03 −0.01 −0.02 −0.29∗∗∗ −0.02
21 Board CEO experience 0.32 0.24 0.13† −0.06 0.06 −0.03 0.17∗ −0.04 −0.01 0.00 0.17∗ −0.10
22 Board industry experience 0.24 0.43 0.08 −0.16∗ −0.01 −0.03 −0.03 0.03 −0.01 0.03 0.19∗∗ 0.03
23 Board co-working experience 4.22 2.78 0.18∗∗ 0.26∗∗∗ 0.01 0.14∗ −0.09 0.10 0.10 0.15∗ −0.01 −0.06
24 Board external directorship ties 2.53 0.96 0.11 −0.08 0.11 0.04 0.12† 0.00 −0.07 0.01 0.12† −0.03

11 12 13 14 15 16 17 18 19 20 21 22 23

11 Insiders’ average board tenure


12 Director stock ownership −0.02
13 Firm size −0.08 −0.23∗∗∗
14 Prior firm performance −0.11† −0.09 0.09
15 Prior industry performance 0.03 −0.04 0.09 .02
16 Industry instability −0.05 −0.09 0.01 .02 −0.09
17 Board CEO experience diversity 0.03 0.09 0.09 .00 0.09 0.02
18 Board industry experience diversity −0.11 0.00 0.08 −.01 −0.08 0.15∗ −0.10
19 Board co-working experience diversity 0.26∗∗∗ −0.05 0.35∗∗∗ .05 0.05 0.03 0.04 −0.01
20 Industry diversity of external ties 0.10 −0.05 −0.15∗ .00 0.03 0.11 −0.05 −0.10 −0.02
21 Board CEO experience −0.25∗∗∗ −0.01 0.29∗∗∗ .10 0.00 0.06 0.02 −0.02 0.03 −0.11
22 Board industry experience −0.14∗ 0.11 −0.05 −.12† 0.13∗ −0.06 −0.13† 0.10 −0.06 −0.05 0.01
Board Capital and CEO Selection

23 Board co-working experience 0.29∗∗∗ 0.01 0.04 .08 0.06 0.01 0.08 −0.07 0.27∗∗∗ −0.04 −0.14∗ −0.07
24 Board external directorship ties −0.08 −0.02 0.22∗∗∗ −.12† 0.02 −0.03 0.05 0.00 −0.01 −0.32∗∗∗ 0.03 −0.01 −0.01

∗∗ ∗∗∗
N = 208. † p < 0.10; ∗ p < 0.05; p < 0.01; p < 0.001.

Strat. Mgmt. J., 32: 731–747 (2011)


741

DOI: 10.1002/smj
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742 J. Tian, J. Haleblian, and N. Rajagopalan
Table 2. Effects of board human and social capital on investor reactions to new CEO selectiona

Model 1 Model 2 Model 3


B s.e. B s.e. B s.e.

(Constant) 17.89∗∗ (6.18) 14.03∗ (5.98) 21.34∗∗∗ (6.02)


Old CEO age −0.19∗ (0.09) −0.18∗ (0.08) −0.18∗ (0.08)
New CEO age −0.20∗∗ (0.08) −0.23∗∗ (0.08) −0.24∗∗ (0.08)
New CEO origin −0.29 (1.48) −0.16 (1.38) −0.01 (1.37)
New CEO external directorships −0.43 (0.46) −0.43 (0.43) −0.46 (0.42)
New CEO job experience −0.65 (1.15) −1.35 (1.08) −1.77† (1.10)
New CEO industry experience −1.26 (1.44) −1.50 (1.35) −1.51 (1.34)
Old CEO disposition 2.14† (1.37) 0.90 (1.30) 0.57 (1.29)
Outsider ratio −3.33 (3.48) −4.89† (3.31) −4.87† (3.29)
% directors joining board later than old CEO 2.16† (1.54) 3.30∗ (1.46) 2.97∗ (1.46)
Insiders’ average board tenure −0.14† (0.10) −0.22∗ (0.10) −0.23∗ (0.10)
Director stock ownership −0.24 (0.57) −0.45 (0.53) −0.56 (0.53)
Firm size 0.71∗ (0.35) 0.45† (0.34) 0.49† (0.34)
Prior firm performance −0.03 (0.50) −0.15 (0.48) 0.00 (0.48)
Prior industry performance −0.48 (0.44) −0.72∗ (0.42) −0.73∗ (0.42)
Industry instability 0.30† (0.18) 0.30∗ (0.17) 0.31∗ (0.17)
Board CEO experience diversity 0.18∗ (0.09) 0.18∗ (0.08) 0.20∗∗ (0.08)
Board industry experience diversity −0.17 (1.88) 0.38 (1.77) 0.19 (1.76)
Board co-working experience diversity −0.07 (0.08) −0.10† (0.07) −0.09 (0.07)
Industry diversity of external ties 0.25 (0.58) 0.77† (0.57) 0.82† (0.56)
Board CEO experience 4.56∗ (2.23) 4.23∗ (2.22)
Board industry experience 2.50∗ (1.18) 2.62∗ (1.17)
Board co-working experience 1.05∗∗∗ (0.22) 0.94∗∗∗ (0.22)
Board external directorship ties 0.95∗ (0.53) 0.93∗ (0.53)
New CEO origin X Board co-working experience 0.80∗ (0.44)
New CEO origin X Board external directorship ties −1.50† (1.01)
R squared 0.17 0.30 0.32
R squared change 0.13∗∗∗ b 0.02†c

a.
Values are unstandardized regression coefficients, with standard errors in parentheses. Coefficients and standard errors are multiplied
by 100 to facilitate interpretation.
b.
Relative to Model 1.
c.
Relative to Model 2. † p < 0.10; ∗ p < 0.05; ∗∗ p < 0.01; ∗∗∗ p < 0.001. N = 208. All are one-tailed t tests.

0.16

0.14

0.12

0.1
CAR (0,1)

0.08

0.06

0.04

0.02

0
Low High
Board co-working experience

Outsider succession
Insider succession

Figure 1. Interaction effect of board co-working experience and new CEO origin

Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
10970266, 2011, 7, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.909 by Indian Institute Of Management, Wiley Online Library on [29/09/2023]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
Board Capital and CEO Selection 743

to evaluate board co-working experience more experience of independent directors were posi-
positively when the new CEO was promoted from tively related to investor reactions to new CEO
within. selection. Our study further examined the role of
board social capital in determining board effec-
tiveness in CEO selection. By drawing a distinc-
DISCUSSION tion between internal and external social capital,
we were able to examine both direct and relative
This is, to the best of our knowledge, the first effects of these two types of social capital. We
empirical paper providing evidence that board cap- found evidence supporting the direct effect argu-
ital influences investor reactions to new CEO ment as stock market investors responded favor-
selection. Board capital theory suggests that board ably to CEO hiring decisions made by boards with
human capital comprises director experience and high levels of internal and external social capital.
expertise, while board social capital consists of the This evidence, combined with the effect of board
resources available to the board through its net- human capital, suggests that board capital does
work of relationships (Hillman and Dalziel, 2003). explain a significant portion of board effectiveness
Because hiring the CEO is widely accepted as in CEO selection as perceived by the market.
the board’s most important decision, and one in We then investigated if the two types of board
which the board is more directly involved than in social capital affect investor reactions differently
any other (Vancil, 1987), we chose to examine the depending on where the new CEO comes from.
effect of board capital on board effectiveness in The new CEO’s origin (insider or outsider) is an
this highly relevant decision context. important contextual factor not only because it
Our study refines the agency theory-based sug- is expected to influence the firm’s future strate-
gestion that firms should select independent board gic direction (Vancil, 1987) but also because prior
members (Weisbach, 1988). Prior work on boards research on the link between CEO origin and stock
shows that board motivation associated with high market reaction to CEO appointment has not been
structural independence may not be sufficient to conclusive (Kesner and Sebora, 1994). An impli-
ensure board effectiveness (Johnson et al., 1996). cation is that investors may look for firm value-
Our findings provide empirical credibility to this enhancing factors other than CEO origin. In this
suggestion and clearly highlight the importance of study, we found some evidence that investor reac-
selecting independent board members with rele- tions might be affected by different ‘combinations’
vant board capital. This study shows that the abil- of new CEO origin and the hiring board’s social
ity of independent directors in the form of board capital. In particular, investors reacted most posi-
capital is valued by the market upon the firm’s tively to internal promotions made by boards with
announcement of appointing a new CEO. These high levels of internal social capital. While this is
results are consistent with the idea that both board the first study of which we are aware that demon-
motivation and ability are necessary for under- strates the importance of board internal social cap-
standing board effectiveness. These findings par- ital (in the form of board co-working experience),
allel other work that has shown that ability is a the underlying logic for why internal social capi-
critical determinant of task performance (Hunter tal is crucial to group performance can be found
and Hunter, 1984). in prior classic management work (e.g., Penrose,
Emerging research on board human capital has 1959). Board members with long co-working expe-
shown that directors’ human capital, measured rience, by virtue of their tacit knowledge about one
as strategic experience in their home compa- another’s expertise, the board, and the firm, are
nies, significantly influences the strategic changes able to provide resources that cannot be provided
observed in the firms where they serve on the board by directors who have little time to get familiar
(Westphal and Fredrickson, 2001). Also, directors’ with their job and with one another.
human capital in the form of prior acquisition- In sum, our study suggests that boards should
related experience impacts a focal firm’s acquisi- ensure that the ‘experience profiles’ of indepen-
tion outcomes (Kroll et al., 2008; McDonald et al., dent directors meet the ability requirements of
2008). Consistent with these studies, our find- various board tasks, so that the board can have
ings suggest that board human capital matters. ‘the right information in the right format at the
We found that both CEO experience and industry right time’ (Charan, 2005: 47). CEO experience
Copyright  2010 John Wiley & Sons, Ltd. Strat. Mgmt. J., 32: 731–747 (2011)
DOI: 10.1002/smj
10970266, 2011, 7, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.909 by Indian Institute Of Management, Wiley Online Library on [29/09/2023]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
744 J. Tian, J. Haleblian, and N. Rajagopalan

is regarded as an important source of business do not directly capture the underlying board pro-
expertise (Bianco and Bryrne, 1997; Hillman et al., cesses through which members access, utilize, and
2000) and likely benefits a wide range of board synthesize each other’s knowledge. To address
decisions. In contrast, industry experience may be this limitation, future researchers should directly
more context-specific and is likely more important examine the board processes that facilitate (or hin-
for nondiversified companies than for diversified der) board decision making. Second, although we
companies. In addition, the strong positive effect found evidence that boards benefited from high
of board co-working experience implies the impor- levels of co-working experience in the process of
tance of maintaining board stability and hence its CEO selection, some prior work has suggested
ability to develop internal social capital. Finally, that board stability may have a negative effect
firms may be better able to obtain valuable strate- on performance. For example, long-serving boards
gic information from the external environment if have been shown to initiate fewer strategic changes
they recruit independent directors with more direc- (Goodstein and Boeker, 1991) or set higher pay
torship ties with other companies, which, among for the CEO (Vafeas, 2003). Future work would
other benefits, may allow them to access a broader benefit by investigating the situations under which
pool of qualified candidates. board stability, which contributes to both firm- and
This study tested a comprehensive model of team-specific knowledge of the directors, would be
board effectiveness in CEO selection. We found preferred over a rotation of board members, which
significant effects of board capital variables on allows for an infusion of new ideas. Third, we only
investor reactions to new CEO appointments even examined nondiversified firms in order to mini-
after we controlled for the effects of individual-, mize heterogeneity and maximize internal valid-
board-, organizational-, and industry-level factors. ity. Hence, the generalizability of our results to
In particular, while one may argue that investors a more diversified sample may be limited. Fourth,
would focus more on the new CEO’s characteris- while we focused on a particularly critical decision
tics when evaluating the performance implications context, that is, new CEO selection, the generaliz-
of CEO succession, our findings show that board ability of our findings also has to be assessed in
capital matters more than the new CEO’s char- the context of other strategic decisions.
acteristics. When the characteristics of the new Board ability has received increasing public
CEO (age, origin, prior job and industry experi- attention in recent years. As the ratios of inde-
ence, and external director ties), were added to a pendent directors have significantly increased in
baseline model that included all the other control many large public corporations (Kor and Sundara-
variables, they increased the model’s explanatory murthy, 2009), it has never been more urgent than
power by four percent (incremental R-square = it is now to explore how independent directors may
4%). In comparison, when the four board capital contribute to the company. We hope the findings
variables were added to the same baseline model, reported here will spur future efforts to exam-
R-squared increased by 11 percent. These results ine how the effectiveness of boards of directors
suggest that, at least in our sample, investors val- is affected by various types of board human and
ued the board’s human and social capital more social capital.
than information about the new CEO. While our
findings may be somewhat surprising, it is consis-
tent with prior empirical research that has shown ACKNOWLEDGEMENTS
a rather weak relationship between the character-
istics of the new CEO and firm performance (e.g., We thank Pallavi Kumar and Warren Kang for their
Datta and Rajagopalan, 1998). help in data collection. We also thank Editor Will
We also acknowledge our study’s limitations and Mitchell and two anonymous reviewers for their
suggest ways in which future research can address helpful comments and suggestions.
these shortcomings. First, we used straightforward
measures of board capital variables from publicly
available data. Arguably, our context-specific mea-
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