III. Practical Problems in
Compensation can be based on input (for example, the manager’s effort or
demonstrated willingness to bear risk) or on output (actual return or value added
as a result of the manager’s decisions). But input is so difficult to measure; for ex-
ample, how does an outside investor observe effort? Therefore incentives are al-
most always based on output. The trouble is that output depends not just on the
manager’s decisions but also on many other events outside his or her control.
The fortunes of a business never depend only on the efforts of a few key indi-
viduals. The state of the economy or the industry is usually at least as important
for the firm’s success. Unless you can separate out these influences, you face a
dilemma. You want to provide managers with a high-powered incentive, so that
they capture all the benefits of their contributions to the firm, but such an
arrangement would load onto the managers all the risk of fluctuations in the
firm’s value. Think of what this would mean in the case of GE, where in a reces-
sion income can fall by more than $1 billion. No group of managers would have
the wealth to stump up a significant fraction of $1 billion, and they would cer-
tainly be reluctant to take on the risk of huge personal losses in a recession. A re-
cession is not their fault.
The result is a compromise. Firms do link managers’ pay to performance, but
fluctuations in firm value are shared by managers and shareholders. Managers
bear some of the risks that are outside their control and shareholders bear some of
the agency costs if managers shirk, empire build, or otherwise fail to maximize
value. Thus, some agency costs are inevitable. For example, since managers split
the gains from hard work with the stockholders but reap all the personal benefits
of an idle or indulgent life, they will be tempted to put in less effort than if share-
holders could reward their effort perfectly.
If the firm’s fortunes are largely outside managers’ control, it makes sense to of-
fer the managers low-powered incentives. In such cases the managers’ compensa-
tion should be largely in the form of a fixed salary. If success depends almost ex-
clusively on individual skill and effort, then managers are given high-powered
incentives and end up bearing substantial risks. For example, a large part of the
compensation of traders and salespeople in securities firms is in the form of
bonuses or stock options.
How do managers of large corporations share in the fortunes of their firms?
Michael Jensen and Kevin Murphy found that the median holding of chief ex-
ecutive officers (CEOs) in their firms was only .14 percent of the outstanding
shares. On average, for every $1,000 addition to shareholder wealth, the CEO re-
ceived $3.25 in extra compensation. Jensen and Murphy conclude that “corpo-
rate America pays its most important leaders like bureaucrats,” and ask “Is it
any wonder then that so many CEOs act like bureaucrats rather than the value-
maximizing entrepreneurs companies need to enhance their standing in world
markets?”
10
Jensen and Murphy may overstate their case. It is true that managers bear only
a small portion of the gains and losses in firm value. However, the payoff to the
manager of a large, successful firm can still be very large. For example, when
CHAPTER 12
Making Sure Managers Maximize NPV 319
10
M. C. Jensen and K. Murphy, “CEO Incentives—It’s Not How Much You Pay, But How,” Harvard Busi-
ness Review 68 (May–June 1990), p. 138. The data for Jensen and Murphy’s study ended in 1983. Hall
and Liebman have updated the study and argue that the sensitivity of compensation to changes in firm
value has increased significantly. See B. J. Hall and J. B. Liebman, “Are CEOs Really Paid Like Bureau-
crats?” Harvard University working paper, August 1997.