Pay for Performance? CEO Compensation and Acquirer Returns in BHCs

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1 Pay for Performance? CEO Compensation and Acquirer Returns in BHCs Kristina Minnick Bentley College Haluk Unal University of Maryland Liu Yang University of California at Los Angeles We examine how managerial incentives affect acquisition decisions in the banking industry. We find that higher pay-for-performance sensitivity (PPS) leads to value-enhancing acquisitions. Banks whose CEOs have higher PPS have significantly better abnormal stock returns around the time of the acquisition announcements. On average, acquirers in the high-pps group outperform their counterparts in the low-pps group by 1.4% in a three-day window around the announcement. Higher PPS helps reduce the incentives for making value-destroying acquisitions, while at the same time promotes value-enhancing acquisitions. The positive market reaction can be rationalized by post-merger performance. Following acquisitions, banks with higher PPS experience greater improvements in their operating performance. We show that the effect of PPS is mainly evident in small and medium-sized banks, but is not present in large banks. (JEL G21, G34) Introduction Top executive pay has increased substantially over the past three decades; the average total remuneration for CEOs in S&P 500 firms (in constant 2002 dollars) increased from $850,000 in 1970 to more than $14 million in During the same period, the average value of options granted to CEOs soared from near zero to more than $7 million (Jensen, Murphy, and Wruck 2004). We thank the anonymous referee and Paolo Fulghieri (editor) for constructive suggestions. In addition, we were fortunate enough to receive suggestions and comments from Santiago Carbó-Valverde, Ethan Cohen-Cole, Michael Faulkender, Kim Gleason, Jun Yang, Marcia Cornett, Paul Kupiec, Nagpurnanand Prabhala, and Jack Reidhill, as well as from seminar participants at UCLA, the Federal Deposit Insurance Corporation, the University of Hong Kong, the 2007 FDIC/JFSR Mergers and Acquisitions of Financial Institutions Conference, the 2008 European FMA Conference, the 2008 Frontiers of Finance Conference, and the 2009 China International Finance Conference. Send correspondence to Kristina Minnick, Department of Finance, Bentley College, Waltham, MA 02452; telephone: (781) ; fax: (781) kminnick@bentley.edu. Haluk Unal, Robert H. Smith School of Business, University of Maryland, College Park, MD 20742; telephone: (301) ; fax: (301) hunal@rhsmith.umd.edu. Liu Yang, Anderson School of Management, University of California at Los Angeles, Los Angeles, CA 90095; telephone: (310) ; fax: (310) liu.yang@anderson.ucla.edu. c The Author Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please journals.permissions@oxfordjournals.org. doi: /rfs/hhq107 Advance Access publication October 14, 2010

2 The Review of Financial Studies / v 24 n Despite the public s long-standing general belief, particularly among disenchanted stockholders, that chief executives make too much money, economic theories recognize that performance-based compensation can better align managers interests with shareholders, and can create value by supporting efficient investment decisions (Morck, Shleifer, and Vishny 1998; McConnell and Servaes 1990; Jensen and Murphy 1990). In this article, we examine how the pay-for-performance sensitivity of executive compensation affects acquisition decisions in bank holding companies (BHCs). We show that the more closely a bank CEO s wealth is tied to the bank s stock, the more consistent acquisition decisions are with shareholder value maximization. Specifically, when CEOs are paid for performance, they are less likely to make acquisitions that do not create shareholder value and more likely to seek out value-enhancing investments. Although various papers have examined the relation between managerial incentives and corporate investment decisions, this article is one of the first to investigate the channels through which this effect takes place. Banks provide a natural laboratory for assessing the role of compensation in acquisition decisions. Since the late 1980s, the banking industry has gone through rapid consolidation, which makes it possible to observe a large number of cross-sectional relationships. As the industry is homogeneous in its business and most banks operate only in the financial industry, acquisitions are usually not driven by the need to rebalance among different industries. In addition, focusing on a single homogeneous industry removes the challenges that multiindustry studies face in having to use fixed-effect controls that may not be broad or detailed enough in terms of industry definitions. It is also important to study the role of corporate governance in the banking industry. Healthy banks are vital to economic development and growth and, as evidenced by the recent financial crisis, have a resounding effect on the rest of the economy. Banks are regulated to a higher degree than most financial firms, but it remains unclear whether the governance issues identified as significant in non-financial firms, such as managerial compensation, board structure, and anti-takeover provisions, are significant in banks (Adams and Mehran 2003; Barth, Caprio, and Levine 2004). Regulatory supervision that ensures that banks comply with regulatory requirements can take on a general monitoring role that can either substitute for or complement other monitoring mechanisms. By understanding how incentive-based compensation works in a regulatory environment, we can gain insight into the optimal design of regulation and internal corporate governance for banks. Our sample consists of 159 bank mergers between publicly traded BHCs from 1991 to We use the CEO s pay-for-performance sensitivity (PPS) as a proxy for managerial incentives. PPS measures the change of the CEO s 1 As a result of our selection criterion (because of data availability), most of the acquirers in our sample are large national banks. The average deal value is about $1.7 billion. 440

3 Pay for Performance? CEO Compensation and Acquirer Returns in BHCs wealth from current stock and option holdings given a 1% increase in the stock price. We present our findings on three levels. First, we analyze the announcement returns around the acquisition and find that acquirer banks with higher PPS have higher announcement returns. Acquirers in the top-third PPS group outperform their counterparts in the bottomthird PPS group by 1.43% in a three-day window around the announcement. Second, we examine the effect of PPS on a bank s probability of making an acquisition using a multinomial logit model to capture the dual roles of incentive compensation. We show that banks with higher PPS are less likely to engage in value-destroying acquisitions. At the same time, they are more likely to promote acquisitions that create value for shareholders. A one-unit increase in the log of PPS lowers the odds of making a value-destroying acquisition by 36% while it increases the odds of making a value-enhancing acquisition by 59%. This dual role of incentive-based compensation is a novel finding. Finally, to capture the real effect, we analyze how incentive-based compensation relates to changes in performance after the acquisition. We find that acquirers with higher pre-acquisition PPS also experience greater improvements in return on assets, return on equity, efficiency, and stock returns for up to three years following the acquisition. In addition, we observe a size effect in PPS sensitivity. We find that PPS matters for small and medium banks, but not for large banks. Our article contributes to the literature in several ways. First, we extend the findings of Bliss and Rosen (2001) to broaden our understanding about the role of managerial incentives in acquisition decisions. Bliss and Rosen (2001) show that bank CEOs with high PPS are less likely to make acquisitions because of the wealth effects from the negative stock price reaction. In this article, we document the fact that not all acquisitions have a negative price impact. In fact, half of the acquisitions in our sample create significant value for shareholders. We then show that managerial incentives achieve two goals simultaneously. They prevent value-destroying acquisitions, and they motivate value-improving acquisitions. Therefore, we provide some evidence that all stakeholders benefit not just shareholders. Second, we add to the governance literature by showing that managerial incentives are important even in the presence of regulation. Using a sample of non-financial firms, Datta, Iskandar-Datta, and Raman (2001) show that high equity-based compensation leads to better stock announcement returns for non-financial acquirers. In this article, we find similar results for banks, which are more heavily regulated. Our findings suggest that regulation cannot fully act as a substitute for managerial incentives. Therefore, incentive schemes, such as pay-for-performance, may be used effectively in regulated industries. Other studies have shown that governance mechanisms may work differently for banks than for non-financial firms. For example, Adams and Mehran (2002) find that banks with larger boards have higher value, in contrast to non-financial firms for which board size is negatively related to firm 441

4 The Review of Financial Studies / v 24 n value (Yermack 1996). The question of whether and how various governance mechanisms can affect banks and non-financial firms differently falls beyond the scope of the current article and deserves future study. Third, this article joins a small number of studies that aim to explore the channel through which corporate governance affects firm performance. Specifically, our findings corroborate those of Masulis, Wang, and Xie (2007), who show that among non-financial firms, acquirers with strong shareholder rights, measured by the anti-takeover provision (ATP) index, have higher abnormal announcement returns in mergers. We find that acquirer returns around the merger announcement are jointly affected by incentive-based compensation and the market for corporate control. Moreover, among the governance measures examined in this article, such as board size, market for corporate control, and managerial incentives, we find that managerial incentives have the most significant effect in creating value for the acquirer s shareholders. The rest of the article proceeds as follows. In Section 1, we describe our data and compare governance measures between the acquirer and the nonacquirer banks. In Section 2, we study the stock returns for the acquisition announcement. We estimate the probability of acquiring in Section 3 and examine changes in operating performance after acquisitions in Section 4. Our conclusions are presented in Section Data 1.1 Sample Construction We construct our acquisition sample using the Thompson Financial s SDC Platinum Mergers and Acquisitions database (SDC). Our sample includes acquisitions made between January 1991 and December 2005 in the banking industry that meet the following criteria: The acquisition has been completed. The deal value disclosed in SDC is greater than $25 million. The acquirer is classified as a US commercial bank with an SIC code of 6021 in the SDC. 2 The target is publicly traded prior to the acquistion. 3 The target s book value of assets is at least 1% of that of the acquirer before the acquisition. 4 2 We restrict acquirers to US commercial banks so that we can obtain relevant information from Compustat Bank. 3 We require targets to be public so that we can obtain data from the period prior to acquisitions. However, very few deals that satisfy our other data requirements involve private targets. The inclusion of those deals (about five transactions) does not qualitatively change our results. 4 A similar cutoff point (1%) is used in Masulis, Wang, and Xie (2007). 442

5 Pay for Performance? CEO Compensation and Acquirer Returns in BHCs The acquirer s annual financial information is available from Compustat, Compustat Bank, or the FDIC s Call Report, and the acquirer s stock return data are from the Center for Research in Security Prices (CRSP). Managerial compensation data for the acquirer are available from Compustat s Execucomp database or from proxy statements one year prior to the acquisition. 5 Our full sample includes 159 acquisitions made by 64 BHCs, with some acquirers making multiple acquisitions. Table 1, Panel A, shows the number of transactions by year, together with information on deal value, acquirers market capitalization, and the size of the targets relative to their acquirers. Consistent with the merger activity of non-financial firms reported in Masulis, Wang, and Xie (2007), more bank acquisitions occurred between 1997 and 2000 than at other times in the sample. The average deal has a transaction value of $1.7 billion. The average acquirer s market capitalization is about $8.4 billion, increasing from $4.1 billion in 1991 to $26 billion in Furthermore, bank acquirers are much bigger than non-financial acquirers. The average acquirer listed in Masulis, Wang, and Xie (2007) has a market capitalization of $5.59 billion, which is 67% of the average size of the banks in our sample. The average deal value is about 18% of the acquirer s pre-acquisition market capitalization (compared with 16% in the Masulis, Wang, and Xie sample), and the average target is about 13% of the size of the acquirer prior to the acquisition. Table 1, Panel B, shows that of the 64 acquirers in our sample, 32 banks (50%) have undertaken only one acquisition, while 8 banks (13%) have made at least five acquisitions during the sample period. Table 2 presents summary statistics that capture the deal characteristics. Almost all acquisitions involve a full transfer of ownership. 6 We find a remarkable difference in financing between bank acquisitions and acquisitions involving non-financial firms. In our sample, 5% of the acquisitions are fully financed with cash (ALLCASH = 1) and 79% of the acquisitions are financed exclusively with stock (ALLSTOCK = 1). In contrast, 46% of the non-financial acquisitions were fully financed by cash in Masulis, Wang, and Xie (2007). We define an indicator variable, D STOCK, to represent deals that are mainly financed through stock. It takes a value of one if the acquisition is more than 75% financed by equity and a value of zero otherwise. This variable has a mean of 82% and is used in our regressions as a control for the financing method used in the acquisition. All of our results hold when we use 100% as an alternative cutoff to define D STOCK. About 70% of the acquisitions in our sample involve banks that have headquarters in a different US state. We capture this characteristic in the binary variable, OUTOFSTATE, which 5 For acquisitions before 1992 (when Execucomp was launched), we use the same sample as Penas and Unal (2004), and hand-collect the compensation information from proxy reports whenever it is available. 6 Only four deals have less than 100% ownership transferred, among which the minimum percentage is 92%. 443

6 The Review of Financial Studies / v 24 n Table 1 Summary Statistics: Acquisitions by Year Panel A: Deals by Year Number of Deal Value Acq. MVE Deal Value/ Target Asset/ Deals (in $million) (in $million) Acq. MVE Acq. Asset ,565 4, , , , ,089 3, , ,153 4, , , ,546 15, , , ,511 16, ,101 17, ,623 26, Total 159 1,742 8, Panel B: Number of Deals by Acquirers Number of Acquisitions Frequency Percent or more Total Panel A describes the deals in our sample by year. Deal value is defined by SDC as the total value of consideration paid by the acquirer to the target. MVE denotes the acquirer s market value of equity. TAsset and AAsset denote the total assets of the target and the acquirer, respectively. Panel B presents the number of acquisitions made by banks during our sample period. All deal data are from the SDC Platinum Mergers and Acquisitions database. takes a value of one if the acquisition involves an out-of-state bank and zero otherwise. To compare acquiring banks with their non-acquiring counterparts, we construct a benchmark sample using bank years during which there are no acquisitions, i.e., years in which the bank is neither an acquirer nor a target. In contrast, we identify acquirer years as years in which banks are acquirers. A bank that has made multiple acquisitions in the same year is counted only once for this identification purpose. As Execucomp does not have data for the years prior to 1992, our benchmark sample period starts in This restriction causes us to lose six acquirer years prior to The availability of data for other control variables causes us to lose additional bank years in both the acquirer and benchmark samples. Our final sample consists of 109 acquirer years and 568 non-acquirer years. About 25% of our acquirer banks also appear in the benchmark sample at some point during the sample period. For a robustness check, we also use an alternative benchmark sample, which consists only of banks that have never participated in acquisitions (unreported, but available upon request). All of the main results are qualitatively the same. 444

7 Pay for Performance? CEO Compensation and Acquirer Returns in BHCs Table 2 Summary Statistics: Deal Characteristics and Bank Characteristics Panel A: Deal Characteristics Mean STDEV Median PCT STOCK PCT CASH ALLSTOCK ALLCASH D STOCK SIZE RATIO REL SIZE OUTOFSTATE N 159 Panel B: Bank Characteristics Acquirers Benchmark Mean Median Mean Median TA 58,928 21,247 54,494 17,336 MVE 10,046 3,487* 7,999 2,510 RET RET VOL 0.22** 0.20* ROA (in %) PRV CASH N Panel A summarizes the deal characteristics for acquirers. Panel B compares acquirers with the benchmark sample, which contains all bank years that are not related to mergers (where the bank is neither an acquirer nor a target). TA is the book value of assets. N shows the number of bank years. Banks that make multiple acquisitions in a single year are only counted once per year. We use pairwise t-tests to examine whether there is a significant difference between the benchmark and the acquirer sample. *, **, and *** denote significance at the 10%, 5%, and 1% levels, respectively. Table 2, Panel B, presents the bank characteristics for the two groups. The two samples are similar in terms of comparable total assets (TA), market capitalization (MVE), stock returns (RET), stock return volatility (RET VOL), ratio of loan loss provisions(prv), cash holding (CASH), and return on assets (ROA). 1.2 CEO Compensation We collect data on CEO compensation, including annual salaries, bonuses, new grants of restricted stocks and options, and stocks and options from previous grants, from Compustat s Execucomp database. For acquirers before 1992, we hand-collect data from the proxy statements whenever they are available. Following Core and Guay (1999), we measure the pay-for-performance sensitivity (PPS) as the change in the CEO s total wealth (in thousands of dollars) from her stock and option holdings given a 1% increase in stock price. Our PPS measure is different from the incentive-compensation proxies used by Bliss and Rosen (2001), or by Datta, Iskandar-Datta, and Raman (2001). We include equity and option holdings from new and previous grants to arrive at a total wealth effect, while the other papers only consider new, equity-based compensation. In our sample, the PPS from new grants only accounts for 9 15% of 445

8 The Review of Financial Studies / v 24 n the total PPS. Similar to Core and Guay (1999), we use the Black and Scholes (1973) formula to value the options, assuming a ten-year maturity on options and a return volatility based on the monthly stock returns for the past twelve months. In addition to the total PPS, we also calculate PPS based on individual components, such as stock holdings (SPPS) and option holdings (OPPS). We use the natural logarithm of PPS instead of the raw value in our regressions, as the distribution is heavily skewed to the right. 7 We compare CEO compensation between the acquirer and benchmark banks in Table 3, Panel A. Cash compensation (Cash Comp) includes salary, bonus, and other income, while total compensation (Total Comp) includes cash compensation, as well as current stock and option grants. 8 On the univariate level, the acquirer sample and the benchmark sample have similar compensation structures. The median acquirer CEO received cash compensation of $1.55 million, which is 51% of her total compensation. The median benchmark CEO received cash compensation of $1.60 million, which is 54% of her total compensation. For both groups, the mean compensation is higher than the median, suggesting that the distribution is skewed to the right. In terms of pay-forperformance sensitivity, acquirer CEOs have slightly lower average (median) total PPS than the benchmark CEOs: 480 and 515 (217 and 268), respectively, although the difference is not significant. Figure 1 presents the change in CEO compensation over time during our sample period. Table 3, Panel A, shows that the average total compensation for bank CEOs rises from $2.7 million in 1992 to $4.9 million in Meanwhile, pay-for-performance sensitivity increases even more. We observe in Panel B that a median bank CEO gains about $583,000 in her personal portfolio in terms of stocks and options for every 1% increase in stock price in 2004, which is more than five times as much as she would have gained in Despite the common increasing trend, a wide cross-sectional dispersion in the PPS exists. For example, among our sample banks, 13% of CEOs have PPS of less than 50, while more than 31% of CEOs have PPS of more than 1, Other Corporate Governance Variables To control for other internal and external governance mechanisms that could affect the acquisition outcome, we also collect information on the board of directors and the strength of shareholder rights from the Investors Responsibility Research Center (IRRC). As the IRRC data start in 1996, our sample size is further reduced whenever we include those variables. Furthermore, because larger banks are more likely to be included in the IRRC database, regression results based on the subsample with the available board and anti-takeover provision variables may reflect more on larger banks. 7 We use log(pps+1) to eliminate the extreme outliers for bank years with PPS equal to zero. 8 The total compensation is based on data item TDC1 in Execucomp. 446

9 Pay for Performance? CEO Compensation and Acquirer Returns in BHCs Table 3 Summary Statistics Governance Variables Panel A: Summary Statistics: Acquirer Sample and Benchmark Sample Acquirers Benchmark Mean Median N Mean Median N Compensation Characteristics Cash Comp ($000 s) 1,546 1, ,599 1, Total Comp ($000 s) 3,978 2, ,170 2, Pct CashComp Stock PPS ($000 s) Option PPS ($000 s) Total PPS ($000 s) Board Characteristics BSIZE 16.3** 16.0** BINDEP D CEO Anti-Takeover Provisions EINDEX GINDEX CBOARD CEO Characteristics Tenure Age 55.7* 55.0* Panel B: Correlation of Governance Variables Total PPS BSIZE BINDEP D CEO EINDEX GINDEX TENURE AGE Total PPS 1 BSIZE BINDEP D CEO EINDEX GINDEX TENURE AGE This table provides summary statistics on governance variables. Panel A compares the acquirer banks with the benchmark sample, and Panel B presents the correlation matrix. A bank is an acquirer if it makes at least one acquisition in the current year. The benchmark sample contains all bank years that are not related to mergers (where the bank is neither an acquirer nor a target). N is the number of bank years. Banks that make multiple acquisitions in a year are only counted once per year. We use pairwise t-tests and rank tests to examine whether there is a significant difference between the benchmark and the acquirers in mean and median, respectively. *, **, and *** denote significance at the 10%, 5%, and 1% levels, respectively. BOARD STRUCTURE Many studies find that the size and composition of a board of directors can influence the effectiveness of internal monitoring (Yermack 1996; Hermalin and Weisbach 1998). To control for the impact of board structure on acquisition success, we obtain information on board size (BSIZE), the percentage of independent directors (BINDEP), and whether the CEO is also the chairman of the board (D CEO) from the IRRC s Director database. The acquirers have significantly more directors than the benchmark banks (16 and 15, respectively), and in both samples, about 69% of the directors are independent. The larger boards in acquiring banks are likely to 447

10 The Review of Financial Studies / v 24 n Figure 1 Total Compensation and Pay-for-performance Sensitivity This figure shows CEO compensation in bank holding companies over time. Panel A shows cash and total compensation in thousands of dollars, and Panel B presents the mean and the median pay-for-performance sensitivity (PPS) in thousands of dollars. be related to prior acquisitions. After acquisitions, acquirers often add some directors from the target firms to their board of directors. Thus, to the extent that banks tend to make multiple acquisitions, the larger boards of acquirer banks may reflect prior acquisition activities. Therefore, we control for previous acquisitions whenever we include board size as a control for governance. In the majority of the banks, the CEO also serves as the chairman of the board 448

11 Pay for Performance? CEO Compensation and Acquirer Returns in BHCs (the average D CEO is 94% for the benchmark banks and 90% for acquirer banks). SHAREHOLDER RIGHTS A number of recent papers confirm the governance role of the market for corporate control. They find that firms with fewer antitakeover provisions (ATPs) or weaker shareholder rights have lower value. These studies measure the level of shareholder rights in a number of ways. Gompers, Ishii, and Metrick (2003) construct a governance index (GINDEX) using all twenty-four ATPs collected by IRRC, while Bebchuk, Cohen, and Ferrell (2004) choose six out of the twenty-four ATPs to form an entrenchment index (EINDEX). 9 Bebchuk and Cohen (2005) show that a binary variable based on whether a firm has a staggered board (CBOARD) effectively captures the strength of market discipline. In our sample of banks, the average GINDEX is for the benchmark sample and for the acquirer sample. Both figures are higher than the GINDEX of 9.15 reported in Gompers, Ishii, and Metrick (2003) for nonfinancial firms. The average EINDEX for the acquirer banks is 2.75, and 76% of the acquirer banks have staggered boards. In comparison, non-financial acquirers have an average EINDEX of 2.24 and a likelihood of a staggered board of 61%, as reported by Masulis, Wang, and Xie (2007). Although banks are bigger than non-financial firms and larger firms tend to have more ATPs, these observations still bring up an important issue. 10 Even though most mergers in the banking industry are friendly rather than hostile as a result of the process of regulatory approval for bank mergers, banks still adopt more ATPs than the non-financial firms. For brevity, we only report results based on EINDEX for all of our tables, but results are qualitatively the same when GINDEX or CBOARD are used. OTHER CONSIDERATIONS Both the decision to acquire and the pay-forperformance sensitivity can change with the CEO s tenure or age. Bliss and Rosen (2001) find that younger CEOs are much more likely to undertake an acquisition. We use Execucomp to collect data on the CEO s age and tenure at the current position. We find that the CEOs of acquirer banks are marginally younger than the CEOs in the benchmark sample (55 and 57, respectively), but the two groups do not differ significantly in terms of tenure. Similar to Bliss and Rosen, we create a dummy variable D AGE to indicate whether the CEO is more than 60 years old The six ATPs used by Bebchuk, Cohen, and Ferrell (2004) are staggered boards, limits to shareholder bylaw amendments, super-majority requirements for mergers, super-majority requirements for charter amendments, poison pills, and golden parachutes. 10 Gompers, Ishii, and Metrick (2003) show that G-INDEX is positively correlated with firm size. 11 Bliss and Rosen use a cutoff point of 50. However, in our sample, only 8% of the CEOs are under 50 years of age and 32% of the CEOs are under 60. Our main results still hold if we use 50 as the cutoff point. 449

12 The Review of Financial Studies / v 24 n Different governance measures can be related. Panel B of Table 3 presents the correlation matrix among various governance measures. Banks with higher PPS tend to have CEOs who act as chairmen of the board and stronger market discipline (lower GINDEX and EINDEX). Older CEOs with longer tenures have higher PPS. The presence of significant correlations between PPS and other governance variables further confirms the need to control for both variables when analyzing the impact of PPS on acquisition outcomes. Finally, we include a year fixed effect in all of our regressions to control for macroeconomic conditions that might influence acquistion decisions and changes in PPS over time. 2. PPS and Announcement Stock Returns In this section, we examine the relation between pay-for-performance sensitivity and stock returns resulting from acquisition announcements using the event study methodology. 2.1 Univariate Analysis We measure acquirer announcement returns using the market-adjusted model. We obtain the announcement dates from the SDC and compute the cumulative abnormal returns (CARs) in a three-day window ( 1,+1) and in a five-day window ( 2,+2), where day zero is the announcement date. We use CRSP value-weighted returns as the benchmark returns from calculations of abnormal stock returns. Panel A of Table 4 shows that the three-day and five-day acquirer CARs are widely dispersed, ranging from 8.78% to 8.82% and from 10.65% to 10.96%, respectively. Neither the mean nor the median are significantly different from zero. Figure 2 presents the returns in a histogram. Two results, in particular, are notable. First, the acquisitions in our sample do not, in general, lead to a decline in acquirer stock prices, as noted by Bliss and Rosen (1999). In fact, acquirers have positive announcement returns in more than half of the acquisitions (54%) and the average three-day CAR for those acquirers is about 1.74%. 12 Our findings are also consistent with Moeller, Schlingemann, and Stulz (2004) who show that the equal-weighted abnormal announcement returns for a large sample of acquisitions averages about 1.1%. Second, although a value-destroying acquisition can lead to loss of value in the CEO s personal portfolio, the reverse can also occur. That is, the CEO can gain a significant amount of wealth when an acquisition creates value for shareholders. For example, for over half the acquirers that experienced positive three-day CAR, the increase in the stock price translates into an average wealth increase of $835,000 for the CEO, which is about half of the CEO s annual cash compensation. 13 For these reasons, our hypothesis is that managerial incentives can serve a dual purpose in the context of acquisitions higher PPS 12 Of the 159 acquisitions, 72 have negative three-day CARs and 87 have positive three-day CARs. 13 We calculate this number based on the average acquirer PPS of $480,000 (Table III, Panel A). 450

13 Pay for Performance? CEO Compensation and Acquirer Returns in BHCs Table 4 Acquirer Stock Returns: Univariate Analysis Panel A: Summary Statistics on Acquirer Returns (in %) p-value p-value Mean Stdev. Median Min Max (T-test) (Signed-Rank test) ( 1, 1) ( 2, 2) N 159 Panel B: Summary Statistics on PPS Groups (in $000s) PPS Group Mean Median Min Max N Low Medium High 1, , Total , Panel C: Acquirer Returns by PPS Group (in %) CAR (-1, 1) CAR (-2, 2) PPS Groups Mean Median Mean Median Low Medium High T-test (high low) 2.03(0.04) 1.70(0.09) Signed-Rank (high low) 2.27(0.02) 1.94 (0.05) This table summarizes acquirer returns in general and for different PPS groups. Panel A shows the cumulative abnormal stock returns (CARs) in percentages for acquirers using three-day and five-day windows where day zero is the event day. Panel B summarizes the PPS for each group based on total PPS, where the low-pps group has the bottom third of the observations and the high-pps group has the top third of the observations. PPS is in thousands of dollars. Panel C compares CARs between acquirers in different PPS groups. T- and signed-rank tests are performed to examine whether the mean or median returns are significantly different between high-pps and low-pps groups, and p-value is reported in parentheses. *, **, and *** denote significance at the 10%, 5%, and 1% levels, respectively. can increase the likelihood that a CEO will reject value-destroying acquisitions, while it also promotes acquisitions that will create value for shareholders and the CEO. We test this hypothesis first on the univariate level. For each year, we divide all banks in that year (acquirers and non-acquirers) into three groups based on their CEOs PPS. The low-pps group includes the bottom third of banks, and the high-pps group includes the top third of banks. We include the benchmark sample in our calculation for the PPS cutoff points because PPS itself can affect decisions to acquire (as discussed in detail in the next section). Identifying groups by year helps control for changes of PPS over time. Of the 159 acquisitions in our sample, 51 acquirers belong to the low-pps group and 51 to the high-pps group, with the remaining 57 acquirers in the medium-pps group. Table IV, Panel B, reports the mean and median PPS for each group. For a 1% increase in the stock price, the median CEO in the low-pps group has an average wealth increase of $57,000, compared to an increase of $801,000 for the median CEO in the high-pps group. In a comparison of the announcement returns (three-day and five-day) across different groups, we find a positive relation between PPS and stock returns. 451

14 The Review of Financial Studies / v 24 n Figure 2 Histogram and Box Plots of Acquirer Stock Returns Panel A shows the histogram of the cumulative abnormal stock returns (CARs) around the announcement using a three-day window CAR ( 1,1), and a five-day window CAR ( 2,2). Panel B shows the returns by PPS group in box plots. The lines (from top to bottom) represent the largest, upper quartile, median, lower quartile, and smallest observations. We exclude outliers for all plots. For each year, we separate all banks (both acquirer and benchmark) into three groups based on their PPS. The low-pps group has banks in the bottom-third PPS level, and the high-pps group has banks in the top-third PPS level. Table IV, Panel C, shows that the low-pps acquirers have an average (median) three-day CAR of 0.18% ( 0.43%), while the high-pps acquirers have an average (median) three-day CAR of 0.70% (0.82%) around the acquisition announcement. The difference is significant at the 4% and 2% levels based on 452

15 Pay for Performance? CEO Compensation and Acquirer Returns in BHCs a t-test and a signed-rank test, respectively. We find similar results using fiveday CARs. The box plots in Figure 2 further illustrate the comparison. These observations provide the initial evidence that higher PPS creates value for the shareholders. 2.2 Multivariate Analysis To test our focal hypothesis, we use the following specification: y i,t = β 0 + β 1 P P S i,t 1 + β 2 A i,t 1 + β 3 G i,t 1 + β 4 D i,t + F t + ε it. (1) The dependent variable, y i,t, is the cumulative abnormal stock return around the announcement for acquirer i for a deal occurring in year t. Our key explanatory variable is the pay-for-performance sensitivity of the acquiring bank s CEO (P P S i,t 1 ). We control for acquirer characteristics ( A i,t 1 ), other governance variables ( G i,t 1 ), and deal characteristics (Dit ). We also include a year fixed effect (F t ), while ε it is the error term. For acquirer characteristics ( A i,t 1 ), we include log of total assets (SIZE), return on assets (ROA), cash holdings (CASH), and previous merger activity (D PMERGER). Moeller, Schlingemann, and Stulz (2004) find evidence that acquirer returns are negatively related to bidder size, regardless of the method of payment or whether the target is public or private. In addition, Penas and Unal (2004) document a significant too-big-to-fail (TBTF) factor when they examine returns around acquisitions. They show that both bond- and stockholders of medium-sized banks realize the highest returns when the acquiring banks push the combined bank s asset size above the TBTF threshold. Acquisitions can be driven by better opportunities (Jovanovic and Rousseau 2002), or acquisitions can be driven by managers private benefits. We include a performance measure, return on assets (ROA), and the banks cash holdings as a percentage of total assets (CASH) to control for both motivations. For other governance measures ( G i,t 1 ), we include board structure (BSIZE, BINDEP), the strength of shareholder rights (EINDEX), and CEO age (D AGE). For deal characteristics ( D i,t ), we control for the relative size between the target and the acquirer banks (SIZE RATIO), the method of payment (D STOCK), and geographic diversification (OUTOFSTATE). The existing empirical evidence is mixed on how relative size affects acquirer returns. Asquith, Bruner, and Mullins (1983) show that acquirer announcement returns are positively related to relative deal size, but Moeller, Schlingemann, and Stulz (2004) find that the reverse is true for large acquirers. Our sample is more similar to Moeller, Schlingemann, and Stulz s large-acquirer sample: The market capitalization for the average (median) acquirer in our sample is $10.0 ($3.5) billion. We define relative size (SIZE RATIO) as the ratio of the deal value to the acquirer s market value of equity. 14 In unreported regressions, 14 A similar definition is used in Masulis, Wang, and Xie (2007). 453

16 The Review of Financial Studies / v 24 n we also use the asset size ratio between target and acquirer banks prior to the acquisition as an alternative measure. All of our results hold qualitatively. Many merger studies have reported lower acquirer returns when acquisitions are paid for with stock. We include the method of payment (D STOCK) in our regression as a control. Interstate bank mergers are shown to offer fewer opportunities for increasing market power and fewer cost savings (Prager and Hannan 1998). Therefore, we include an indicator variable (OUTOFSTATE) to control for geographic diversification. Table 5 summarizes our regression results using the three-day CARs. In columns 1 to 3, we use different measures of PPS, such as total PPS, stock PPS, and option PPS. In column 4, we separate acquirers into three groups based on their total PPS. D MPPS and D HPPS are indicator variables that equal one if the acquirer is in the middle or top third of all banks in that year, respectively (this is the same variable used in the univariate analysis above). Columns 5 and 6 present the estimation results when other governance variables are included in the regression. The sample size is slightly smaller (159 versus 116) when we include other governance variables. In all specifications, the estimated coefficients for PPS are positive and significant, implying that acquirers with higher PPS tend to consistently outperform acquirers with lower PPS. A one-unit increase in total PPS (in the logarithm) increases the announcement return by 0.50%, and the effect is even stronger at 0.62% when we control for other governance variables. When we separate acquirers into three groups based on PPS, we find that the positive effect of PPS on returns increases monotonically: Compared to acquirers in the low-pps group, acquirers in the medium- and high-pps groups outperform by 0.93% and 1.43%, respectively, in terms of the three-day announcement return. The difference between the low- and high-pps groups is significant at the 5% level regardless of whether other governance variables are included. Among other governance variables, we find that announcement returns are higher when the acquiring banks have lower EINDEX (or fewer anti-takeover provisions and stronger shareholder rights). On the other hand, neither board structure nor CEO age seems to matter for acquirer returns. The significance of the EINDEX is noteworthy for at least two reasons. First, it is consistent with the findings of Masulis, Wang, and Xie (2007), who show that more ATPs (higher EINDEX) lead managers of non-financial firms to make valuedestroying acquisitions. Here, we find that the same dynamics are at work for financial firms. Second, EINDEX and PPS are negatively correlated and they influence returns in opposing directions. Masulis, Wang, and Xie fail to find any significance for CEO compensation variables in their regressions. Our findings, however, suggest that incentive-based compensation promotes better acquisition decisions in the presence of markets for corporate control. In terms of the control variables, we find that returns are higher for small acquirers. Operating performance and cash holdings consistently show positive effects on announcement returns, although the coefficients are not significant. 454

17 Pay for Performance? CEO Compensation and Acquirer Returns in BHCs Table 5 Acquirer Stock Returns Multivariate Analysis Dependent Variable: CAR(-1,1) (1) (2) (3) (4) (5) (6) Pay-for-Performance PPS 0.502*** 0.624*** (0.16) (0.20) SPPS 0.293** (0.15) OPPS 0.350*** (0.10) D MPPS 0.928** (0.41) (0.50) D HPPS 1.425*** 1.267** (0.44) (0.54) Other Gov. Characteristics BSIZE (0.06) (0.06) BINDEP (1.56) (1.55) D AGE (0.51) (0.50) EINDEX 0.371* (0.19) (0.20) Bank Characteristics SIZE 0.552*** 0.397** 0.480*** 0.488*** 0.657** 0.517* (0.19) (0.19) (0.18) (0.18) (0.28) (0.27) ROA (0.61) (0.63) (0.60) (0.62) (0.81) (0.80) CASH * (4.48) (4.66) (4.38) (4.53) (5.86) (5.81) D PMERGER ** (0.45) (0.47) (0.47) (0.45) (0.58) (0.59) Bank Characteristics SIZE RATIO *** 3.683*** (0.72) (0.74) (0.71) (0.72) (0.81) (0.80) D STOCK (0.49) (0.51) (0.47) (0.48) (0.58) (0.57) OUTOFSTATE (0.40) (0.42) (0.39) (0.40) (0.49) (0.50) Constant 3.889* * 4.864** 7.219* (2.26) (2.33) (2.24) (2.31) (3.68) (3.65) Observations R This table shows results for regressions using Equation (1), where the dependent variable is the acquirer s threeday cumulative abnormal stock returns (CARs) around the acquisition announcement. D MPPS and D HPPS are indicator variables that equal one if the acquirer has pre-acquisition PPS in the middle or top third among all banks in that year, respectively. All independent variables are measured one year before the announcement, and we control for year fixed effects. We use Huber-White adjusted standard errors. *, **, and *** denote significance at the 10%, 5%, and 1% levels, respectively. Acquirers that have previously undertaken acquisitions consistently have lower stock returns, and this effect is stronger in the subsample with other governance variables. When we examine deal characteristics, we observe that returns are higher when the target is smaller relative to the acquirer s own size, which is 455

18 The Review of Financial Studies / v 24 n consistent with Moeller, Schlingemann, and Stulz s (2004) large-acquirer sample. Unlike acquisitions in non-financial firms, the method of payment does not significantly affect returns for bank acquirers. This may be because the majority of the acquisitions in the banking industry are mainly financed by stock. Acquisitions of out-of-state targets do not significantly outperform acquisitions in which the acquirer and the target bank have headquarters in the same state. Although there are no changes in signs or significance levels, the magnitude of our estimates on certain variables changes (e.g., CASH and SIZE RATIO) when we use the sample with governance variables. This is mainly because of sample difference. As governance variables are more likely to be available for larger banks, our subsample with governance variables reflects more on larger banks. In unreported regressions, we also use alternative event windows, such as ( 2, 2), ( 3, 1), and ( 5, 1). The results are qualitatively the same. 2.3 Robustness Checks To check the robustness of our result on stock returns, we perform additional tests in this section based on different sample splits. For brevity, we only report results for the overall sample (n = 159). Regressions based on the subsample with governance variables (n = 116) yield qualitatively similar results. OPPORTUNITY SETS Not all banks face the same opportunities. Large national banks are more likely to be diversified in their businesses than small local banks (Prager and Hannan 1998). Even large banks differ in their activities. Regional banks focus more on traditional banking, while multinational banks generate substantial income from trading complex products, such as derivatives. Acquisitions may offer fewer potential benefits to shareholders of too-big-to-fail banks than for shareholders of smaller banks (Penas and Unal 2004). Therefore, it is instructive to examine the role of PPS within our sample of banks. We divide our acquirers into three size categories. We define a small bank as a bank that has an asset size in the bottom third of all acquirers, a medium bank as a bank that has an asset size in the medium third, and a large bank as a bank that has an asset size in the top third. 15 This grouping attempts to reflect the idea that as the amount of assets under management increases in a bank, the business focus shifts from the traditional to the more complex. We also define a size dummy based on the overall sample to eliminate the possibility that the size distribution of acquiring banks might be changing over time. The results are reported in Table 6, Columns 1 and 2. We observe that the effect of PPS is not uniform across the size categories. PPS is positive and significant for small and medium-sized banks, but becomes negative and insignificant for large banks. When we further separate out mega-size banks 15 We define small and large on a relative basis a small bank in our sample has less than $15 billion in assets, and a large bank has more than $32 billion in assets. 456

19 Pay for Performance? CEO Compensation and Acquirer Returns in BHCs Table 6 Acquirer Stock Returns: Multivariate Analysis (Robustness Checks) Dependent Variable = CAR(-1,1) (1) (2) (3) (4) Pay-for-Performance PPS 0.632*** 0.379* (0.23) (0.21) PPS * Small 0.551*** 0.483* (0.21) (0.26) PPS * Medium 0.489** 0.482** (0.20) (0.19) PPS * Large (0.25) (0.25) Medium (1.54) (1.64) Large (1.81) (2.00) Bank Characteristics SIZE ** (0.32) (0.28) ROA (0.58) (0.59) (0.79) (1.09) CASH (3.79) (3.85) (5.24) (12.54) D PMERGER * (0.43) (0.44) (0.58) (0.95) Deal Characteristics SIZE RATIO *** (0.67) (0.69) (0.86) (1.92) D STOCK (0.42) (0.43) (0.75) (0.58) OUTOFSTATE (0.39) (0.39) (0.52) (0.71) Constant 3.577*** 2.922** (1.33) (1.44) (3.82) (2.32) Observations R This table shows results from regressions using Equation (1), where the dependent variable is the acquirer s three-day cumulative abnormal stock returns (CARs) around the acquisition announcement. All independent variables are measured one year before the announcement, and we control for year fixed effect. Small, medium, and large are indicator variables and equal to 1 if a bank is in the low, mid-, or top third based on assets. We define size indicators based on the acquirer sample for (1) and the entire sample for (2). In columns (3) and (4), we report results based on sample splits around *, **, and *** denote significance at the 10%, 5%, and 1% levels, respectively. We use Huber-White adjusted standard errors. (those above $100 billion) from the large bank group for an unreported regression, we observe that the negative sign on PPS for a large-bank group is mostly driven by mega-size banks. 16 These findings suggest that, in contrast to smaller banks, market participants do not believe that PPS affects the outcome of acquisitions for large banks. We turn to this issue in the next section. 16 A similar criterion is used in Penal and Unal (2004) to define mega-banks. Our sample has 13 acquisitions by mega-banks. 457