Executive Pay, Share Buybacks, and Managerial Short-Termism
Posted by Ira Kay, Pay Governance LLC,
on Tuesday, January 26, 2016
The past year has seen
extensive criticism of share buybacks as an example of “corporate
short-termism” within the business press, academic literature, and
political community. The critics of share buybacks claim that
corporate managers, motivated by flawed executive incentive plans
(stock options, bonus plans based on EPS, etc.) and supported by
complacent boards, behave myopically and undertake value-destroying
buybacks to mechanically increase their own reward. In turn, so the
criticism goes, the cash used for share buybacks directly
cannibalizes long-term value-enhancing strategies such as
capital investment, research and development, and employment growth,
thereby damaging long-term stock price performance and the value of US
markets.
[1]
Pay Governance has
conducted unique research using a sample of S&P 500 companies over the
2008-2014 period that brings additional perspective to this debate.
Key Findings
-
Many corporate
critics believe that excessive share buybacks are emblematic
of harmful short-term behavior at US companies. Pay
Governance’s research suggests that corporate capital
allocation strategies are very diverse, and buybacks are just
one capital strategy employed effectively by S&P 500
companies.
-
To understand
the diversity of capital strategies among public companies, we
bifurcated a sample of the S&P 500 into companies that engaged
in small buyback activity and large buyback activity from 2010
to 2014.
-
5-year TSR for
companies in our small and large share buyback samples were
approximately equal, suggesting that the magnitude of share
buybacks does not, by itself, affect shareholder value
negatively.
-
CapEx and
share buybacks are strongly related to overall earnings and
revenue growth potential. Companies with large CapEx growth
also have very high revenue growth. Our research raises the
possibility that share buyback strategies may be a response to
weaker organic revenue growth and investment opportunities.
-
Higher
short-term (2-year) TSR is associated with higher long-term
subsequent (5-year) TSR and CapEx investment. These
findings suggest that companies generally do not sacrifice
long-term returns or investment for short-term gains.
-
The use of
stock options and bonus plans based on EPS are associated with
share buybacks, but are not harmful to long-term TSR. This
finding suggests that companies and compensation committees
may be able to influence optimal capital allocation decisions
through executive compensation design.
-
Based on our
research, we believe it is critical for companies to consider
carefully the impact that executive compensation design can
have on ideal capital strategy.
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Much of the public
discourse on share buybacks focuses on the hypothetical impact that
share buybacks have on CapEx investment, research and development
expenditure, and employment trends, and the resulting potential impact
on long-term economic growth. While such macroeconomic considerations
are appropriate in any discussion of political economies, they are
beyond the scope of this post. Thus, our analysis focuses on capital
allocation decisions made by S&P 500 companies in the context of their
fiduciary duty to shareholders.
The Relationship
Between Share Buybacks, TSR, CapEx Growth, and Revenue Growth
We start with the
facts about buybacks and related strategic financial issues. We use
change in common shares outstanding (CSO) as our measure of share
buyback activity.
Share buybacks have
indeed increased over the past few years, and our data show the
typical S&P 500 company reducing its CSO by more than 4% over the past
5 years. However, there is substantial variation in the buyback
practices within the S&P 500, with our sample bifurcated between
companies with a median 12.8% reduction in shares outstanding and
companies with an increase of 4.9% in shares outstanding [see Table
1]. This large variation in buybacks among companies allows us to
explore the relationship between buybacks and other financial
conditions and outcomes.
We find that companies
engaging in larger buybacks have a median TSR over the 5-year period
that is highly similar to that of companies engaging in less
aggressive share buyback strategies (17.7% annualized TSR versus
17.4%). We did observe that companies with larger share buybacks had
lower CapEx growth, employee growth, EPS growth, and revenue growth
over the 5-year period; however, causation is not clear from this
analysis. That is, we cannot determine statistically whether larger
share buybacks caused lower CapEx, employee, EPS and revenue growth,
or whether larger share buybacks were a reaction to lower growth
prospects.
Thus there are two
alternative explanations/theories for these findings:
-
Managerial Myopia:
Large buyback companies have allocated capital to repurchases rather
than investment in the ongoing business, resulting in lower
long-term growth.
-
Efficient Capital
Allocation:
Company growth opportunities (demonstrated by higher revenue growth
of 9.4% versus 5.2%) create the opportunity for greater investment
and thus smaller buybacks. Specifically, those companies with lower
revenue growth opportunities may determine that the return to
shareholders of using cash flow for share buybacks is greater than
the present value of investments in capital expenditures, hiring,
etc.
Which of these
alternative theories, or some combination of each for specific
companies, explains the driver of share buybacks hinges on the causal
relationship between company growth and capital strategies, which is
beyond the scope of this post. However, our findings suggest that the
strategic value of share buybacks deserves a case-by-case assessment,
and the broad classification of share buybacks as “harmful” to
individual companies or economic growth may be a misleading or
inaccurate generalization. Below we summarize four key findings from
our research that illustrate the need to consider individual company
situations when considering the strategic value of share buybacks.
1. Long-Term TSR is the Same Regardless of Buyback
Strategy
The key criticism of
share buybacks is that they sacrifice long-term corporate performance
for short-term gains in share price. Based on this critique, long-term
total shareholder return (TSR) is predicted to be lower for companies
conducting significant share buybacks than those companies buying back
fewer shares, or none at all. Our first finding casts doubt on
this claim.
Table 1 shows that the
large buyback companies have a median TSR over the 5-year period we
examined that is highly similar to that of companies engaging in less
aggressive share buyback strategies (17.7% annualized TSR versus
17.4%). This finding of nearly identical 5-year TSR suggests that
shareholders value both buyback and capital investment strategies
similarly, rebutting the claim that share buybacks are inherently
destructive to long-term shareholder value.
2. CapEx Growth
and Buybacks are Strongly Related to Overall Revenue Growth
Opportunities
We note that those
companies with larger share buybacks do have lower CapEx growth over
the 5-year period; however, causation is not clear from this analysis.
Our second key finding is that the companies with large CapEx
growth also have very high revenue growth. While we cannot
confirm the causation—whether share buybacks caused lower CapEx growth
and revenue growth, or whether lower revenue growth caused lower Capex
growth and larger share buybacks—this relationship raises the
possibility that share buyback capital strategies are a response to
weak revenue growth opportunities.
The Relationship Between Short-Term TSR and Long-Term
Performance
We also investigated
whether companies with strong short‐term performance had stronger or
weaker long-term performance, as measured by TSR and CapEx growth. The
myopia explanation predicts that companies with higher short-erm TSR
would have lower subsequent longer term TSR and
lower
CapEx growth, as management makes short-term decisions (e.g., reducing
CapEx growth) to increase the stock price.
3. Higer Short-Term TSR is Associated with Higher
Long-Term TSR
Table 2 shows that
companies with stronger short-term TSR (2008-2009) have
higher
subsequent long-term TSR (2010-2014) (18.1% versus 17%) and
higher
CapEx growth (10% versus 8.5%). These dual findings suggest that
companies are not sacrificing long-term returns or long-term
investment for short-term gains. Rather, these findings may suggest
that companies that perform well in the short-term are also more
likely to perform well in the longer-term, and also more likely to
invest in the longer-term. This finding also casts doubt on the myopia
criticism.
The Relationship
Between Executive Compensation Design and Share Buybacks
Much of the debate
about share buybacks criticizes executive incentive programs that
encourage short-term focus on annual earnings results, and that this
myopia has resulted in share buybacks that damage long-term company
performance due to an inefficient allocation of capital. We examined
the relationship between executive compensation design and share
buybacks by reviewing two frequently criticized incentive design
attributes: the use of EPS as a metric in annual bonus plans and the
use of stock options in long-term incentive plans. Table 3 below
presents the results of our findings.
4. Executive Pay Structure Influential on Strategy
Our
fourth key
finding suggests that executive compensation design is associated
with and may be impactful on share buyback decisions. Both the use of
EPS as an annual incentive metric and, in particular, the granting of
stock options are correlated with larger share buybacks. This latter
finding is consistent with certain academic research,
[2] but is
this inherently a bad outcome? Perhaps most importantly,
stock
option granting is also correlated with higher shareholder returns
[18.2% vs 16.1] during the 5-year period reviewed.
The findings of our
research indicate that companies may be choosing between capital
allocation strategies—share buybacks or investment in growth—based on
market revenue growth prospects, and that executive compensation
designs may be impactful on these capital allocation strategies. The
findings above suggest that it is critical for companies to tailor
their long-term incentive vehicles and metrics to their overall
business strategies, incorporating current and future revenue growth
and investment outlook. More specifically, incentives must
appropriately encourage not just strong operating performance (e.g.,
organic growth, acquisitions, cost management, etc.), but the most
efficient allocation of capital for the company.
The statistical
findings above suggest that stock options are in fact associated with
higher levels of share buybacks but that the shareholders of those
companies are not suffering for that decision and may in fact be
benefiting. We found that companies that grant stock options had TSR
that was 2.1 percentage points higher per year than companies that do
not grant stock options, and some of the impact on TSR may have been
from share buybacks. Again, these findings do not present an absolute
case for or against the use of stock options, but rather illustrate
that such decisions should be aligned with a Company’s individual
strategy.
Conclusion
The findings
summarized in this post illustrate great diversity in share buyback
activity. If corporate capital allocation strategies were more
homogeneous (e.g., universal share buybacks or universal capital
investment growth), the findings of our analysis would perhaps be very
concerning for macroeconomic growth and public company stability.
However, the results of our study show that individual company
decisions are not homogeneous, and that shareholder returns for
companies employing both investment and share buyback strategies are
similar.
As companies consider
the implications of the ongoing public debate on share buybacks, it is
important for corporate executives, boards and compensation committees
to remain focused not only on the efficient allocation of capital, but
also on the design of compensation programs that incentivize the
optimal allocation of capital given the company’s particular financial
and operational circumstances.
Endnotes:
[1]
See for example:
Is Short-Term Behavior Jeopardizing the
Future Prosperity of Business?
(go back)
[2]
See Stock Repurchases and Incentive Compensation (NBER Working Paper
No. 6467), Christine Joll,
http://www.nber.org/digest/nov98/w6467.html.
(go back).
Harvard Law School Forum
on Corporate Governance and Financial Regulation
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