CEO Replacement Under Private Information

Abstract

This article examines the optimal CEO compensation and replacement policy when the CEO is privately informed about the firm's continuation value under his leadership. Ex ante moral hazard implies that the CEO must receive ex post quasi rents, which endogenously biases him toward continuation. Our model shows that to induce "bad" CEOs to quit, it may be best to make continuation costly (through steep incentive pay) rather than simply rewarding quitting (through severance pay). Incentive pay makes continuation attractive for "good" CEOs, who can expect high future on-the-job pay, but unattractive for "bad" CEOs, who may instead prefer to take their outside option payoff. Our model generates novel empirical implications that jointly relate CEO compensation and turnover to corporate governance, firm size, cash-flow risk, and the informativeness of performance measurement. (JEL G34) One of the basic tasks of any board is to replace "bad" CEOs. However, if CEOs are privately informed about their ability to create value for the firm, this task can be difficult: Replacement must be incentive compatible from the CEO's perspective. 1 This article shows that to induce "bad" CEOs to quit, it may be best to make continuation costly (through steep incentive pay) rather than simply rewarding quitting (through severance pay). Incentive pay makes continuation attractive for "good" CEOs, who can expect high future on-thejob pay, but unattractive for "bad" CEOs, who may instead prefer their outside option payoff.