Determinants and Trading Performance of Equity Deferrals by Corporate Outside Directors
研究了外部董事选择将现金薪酬递延为股权的决定因素及其交易表现，发现递延行为与薪酬计划特征、董事财富分散化及公司未来业绩相关，且董事在禁售期内递延交易获得异常回报。
This study investigates the determinants and trading performance of outside directors’ equity deferrals, which represent the choice to convert part or all of their annual cash compensation into deferred company stock. Using a large sample of S&P 1500 firms that allowed directors to defer their cash fees into equity between 1999 and 2009, we find significant associations between equity deferral choices and specific features of the director compensation plans, proxies for directors’ outside wealth diversification, and future firm stock market performance. Trading performance analyses indicate that outside directors earn substantial abnormal returns from their deferrals, with a significant proportion of the deferral transactions occurring during blackout periods. These results are consistent with companies structuring director equity deferral plans to circumvent U.S. Securities and Exchange Commission Rule 10b-5’s trading restrictions. This paper was accepted by Mary E. Barth, accounting.