A Behavioral Agency Model of Managerial Risk Taking

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A Behavioral Agency Model of Managerial Risk Taking Author(s): Robert M. Wiseman and Luis R. Gomez-Mejia Source: The Academy of Management Review, Vol. 23, No. 1 (Jan., 1998), pp. 133-153 Published by: Academy of Management Stable URL: http://www.jstor.org/stable/259103 Accessed: 01/09/2010 11:01 Your use of the JSTOR archive indicates your acceptance of JSTOR's Terms and Conditions of Use, available at http://www.jstor.org/page/info/about/policies/terms.jsp. JSTOR's Terms and Conditions of Use provides, in part, that unless you have obtained prior permission, you may not download an entire issue of a journal or multiple copies of articles, and you may use content in the JSTOR archive only for your personal, non-commercial use. Please contact the publisher regarding any further use of this work. Publisher contact information may be obtained at http://www.jstor.org/action/showPublisher?publisherCode=aom. Each copy of any part of a JSTOR transmission must contain the same copyright notice that appears on the screen or printed page of such transmission. JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide range of content in a trusted digital archive. We use information technology and tools to increase productivity and facilitate new forms of scholarship. For more information about JSTOR, please contact [email protected]. Academy of Management is collaborating with JSTOR to digitize, preserve and extend access to The Academy of Management Review. http://www.jstor.org

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A Behavioral Agency Model of Managerial Risk Taking

Transcript of A Behavioral Agency Model of Managerial Risk Taking

Page 1: A Behavioral Agency Model of Managerial Risk Taking

A Behavioral Agency Model of Managerial Risk TakingAuthor(s): Robert M. Wiseman and Luis R. Gomez-MejiaSource: The Academy of Management Review, Vol. 23, No. 1 (Jan., 1998), pp. 133-153Published by: Academy of ManagementStable URL: http://www.jstor.org/stable/259103Accessed: 01/09/2010 11:01

Your use of the JSTOR archive indicates your acceptance of JSTOR's Terms and Conditions of Use, available athttp://www.jstor.org/page/info/about/policies/terms.jsp. JSTOR's Terms and Conditions of Use provides, in part, that unlessyou have obtained prior permission, you may not download an entire issue of a journal or multiple copies of articles, and youmay use content in the JSTOR archive only for your personal, non-commercial use.

Please contact the publisher regarding any further use of this work. Publisher contact information may be obtained athttp://www.jstor.org/action/showPublisher?publisherCode=aom.

Each copy of any part of a JSTOR transmission must contain the same copyright notice that appears on the screen or printedpage of such transmission.

JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide range ofcontent in a trusted digital archive. We use information technology and tools to increase productivity and facilitate new formsof scholarship. For more information about JSTOR, please contact [email protected].

Academy of Management is collaborating with JSTOR to digitize, preserve and extend access to The Academyof Management Review.

http://www.jstor.org

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g Academy of Management Review 1998, Vol. 23, No. 1, 133-153.

A BEHAVIORAL AGENCY MODEL OF MANAGERIAL RISK TAKING

ROBERT M. WISEMAN LUIS R. GOMEZ-MEJIA

Arizona State University

Building on agency and prospect theory views, we construct, in this article, a behav- ioral agency model of executive risk taking. In the model we combine elements of internal corporate governance with problem framing to explain executive risk-taking behavior. The model suggests that executive risk taking varies across and within different forms of monitoring and that agents may exhibit risk-seeking as well as risk-averse behaviors. We develop specific propositions that combine monitoring with performance and the framing of strategic problems to explain executive choices of strategic risk. The resulting propositions enhance and extend the agency-based cor- porate governance literature on executive risk taking.

"Agency theory ... [is characterized] by its em- phasis on the risk attitudes of principals and agents" (Barney & Hesterly, 1996: 124). Specifi- cally, principals are considered risk neutral in their preferences for individual firm actions, since they can diversify their shareholdings across multiple firms. Conversely, since agent employment security and income are inextrica- bly tied to one firm, agents are assumed to ex- hibit risk aversion in decisions regarding the firm in order to lower risk to personal wealth (Donaldson, 1961; Williamson, 1963). However, agent risk aversion creates opportunity costs for risk-neutral principals who prefer that agents maximize firm returns (Baysinger, Kosnik, & Turk, 1991; Garen, 1994; Hill & Hansen, 1989; Hill, Hitt, & Hoskisson, 1988; Hoskisson, Hitt, & Hill, 1992; Morck, Schleifer, & Vishny, 1988). This "risk differential" (Beatty & Zajac, 1994; Coffee, 1988) between agents and principals creates a "moral hazard" problem in the principal-agent relation- ship. The challenge of corporate governance is to set up supervisory and incentive alignment mechanisms that alter the risk orientation of agents to align them with the interests of prin- cipals (Tosi & Gomez-Mejia, 1989). Despite the fundamental role risk plays in the calculus of agency theory, it is our contention that agency theory's formulation of risk has been too restric-

tive and naive. This narrow view of risk has prevented a fuller understanding of managerial decision making under conditions of dissimilar risk bearing and risk preferences between agents and principals. In this article we attempt to enhance agency theory's treatment of risk by addressing these limitations.

We can challenge agency-based views of risk on several counts. First, risk remains an under- developed concept within agency theory. In gen- eral, agency-based corporate governance mod- els restrict risk-taking behavior of agents either to risk aversion (preferring lower risk options at the expense of returns) or neutrality (seeking options where risk is compensated), thus tend- ing to neglect the possibility of risk-seeking (cf., Fiegenbaum, 1990; Jegers, 1991; Machina, 1983; Markowitz, 1952; Piron & Smith, 1995; Wiseman & Bromiley, 1996) or risk-"loving" behavior (accept- ing options where risk is not fully compensated; e.g., Asch & Quandt, 1990; Bulmash & Maherz, 1985; Coffee, 1988; Piron & Smith, 1995). In gen- eral, agency scholars consider non-risk-averse preferences outside those induced by the com- pensation contract as either special cases (Jensen & Meckling, 1976: 338-340) or "uninter- esting" (Arrow, 1971) and, therefore, generally ignore them altogether. In contrast, a large body of knowledge on risk-taking behavior (Bowman, 1980; Bromiley, 1991; Fiegenbaum, 1990; Jegers, 1991; MacCrimmon & Wehrung, 1986; March & Shapira, 1987; Sinha, 1994; Tversky & Kahneman, 1981) has grown independently from the agency literature, challenging the restrictive risk as-

We thank the following individuals for their very helpful comments on earlier drafts of this paper: Philip Bromiley, Dave Balkin, Jeffrey Coles, William Glick, Richard Gooding, Kent Miller, Amy Pablo, and Harry Sapienza.

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sumptions often included in agency-based mod- els. By incorporating this literature into agency- based models of corporate governance, we can relax these assumptions and possibly improve the explanatory power of agency models of cor- porate governance.

Second, both normative and positivist agency scholars typically assume stable risk prefer- ences (often characterized as a second-order utility curve; e.g., Lambert, 1986; Shavell, 1979) in models explaining changes in organization wealth (e.g., Holmstrom, 1979). This premise con- tradicts behavioral decision theory (Bazerman, 1994; Kahneman & Tversky, 1979; March & Shapira, 1992) and research (Bromiley, 1991; Fiegenbaum, 1990; Jegers, 1991; Kahneman & Lovallo, 1993; Lant, 1992; Wiseman & Catanach, 1997) and ultimately limits agency theory's con- tribution to explaining how managerial risk tak- ing affects firm performance. In this article we relax the assumption that agents hold consis- tent risk preferences (e.g., increasing or decreas- ing risk aversion) and utilize a contingency- based view from behavioral research on risk taking to allow for the possibility of varied risk preferences by the agent in a corporate gover- nance context.

Third, despite considerable theoretical (e.g., Baysinger & Hoskisson, 1990; Coffee, 1988), ana- lytical (e.g., Holmstrom, 1979; Shavell, 1979), and empirical (e.g., Hoskisson et al., 1992) support for a link between governance structure and agent risk choices, the precise relationship remains in question. This suggests that models relying on governance structure alone may be inadequate and that additional factors may influence man- agerial risk taking. For example, scholars exam- ining managerial risk taking have found that governance factors alone provide insufficient explanations of managerial risk preferences (Catanach & Brody, 1993; Golbe & Shull, 1991). Further, some preliminary evidence suggests that aspects of the decision situation, as cap- tured in "problem framing" and as suggested by prospect theory (Kahneman & Tversky, 1979), add to corporate governance models of manage- rial choice behavior (Palmer, 1995; Wiseman & Catanach, 1997). We propose here a more com- prehensive view of managerial risk taking, for- mally integrating both the risk and performance attributes of the choice situation as well as the internal governance structure into a synthetic view of managerial risk.

Finally, despite a growing body of research on multiperiod contracts (Elitzur & Yaari, 1995; Holmstrom & Milgrom, 1987; Lambert, 1983), scholars' treatments of agent risk and perfor- mance in the corporate governance literature often are linear and recursive. That is, their models of agent behavior tend to predict perfor- mance outcomes based on the agent's risk pref- erences (McGuire, 1988; Rees, 1985), current wealth (Elitzur & Yaari, 1995), and the risk and performance characteristics of available op- tions (Hoskisson et al., 1992; Kerr & Kren, 1992).1 Evidence from outside of the agency stream, however, demonstrates a more complex relation between performance and executive choices of risk (cf., Wiseman & Bromiley, 1996). For exam- ple, an executive's current wealth may provide only a point of reference for assessing prospects as opposed to directly influencing the prefer- ence for risk (cf., Kahneman & Tversky, 1979), as some agency models contend (Holmstrom & Milgrom, 1987). Further, executives' choices of risk also may be influenced by their prior suc- cess at selecting risky alternatives (March & Shapira, 1987; Webber & Milliman, 1997). Taking a more longitudinal and dynamic view of risk and performance may enhance our explanation of agent risk taking and may improve explana- tions of firm performance resulting from mana- gerial choices.

In sum, agency theory's contribution to corpo- rate governance has been limited by its simplis- tic assumptions of consistent risk aversion among agents, its modeling of a recursive influ- ence from risk choice on performance, and its inability to provide unambiguous predictions of corporate governance's influence on executive behavior. These limitations provide both a chal- lenge and an opportunity for us to improve agency-based models of managerial risk taking. It is our contention that the recent emergence of behavioral decision models of risk can contrib- ute directly to redressing these limitations. Al- though the potential contribution of behavioral decision theory to agency theory has been ac- knowledged (Coffee, 1988; Gomez-Mejia, 1994; Gomez-Mejia & Wiseman, 1997), scholars have not yet formally linked or integrated it with the

1 Multiperiod contract models utilizing utility theory, how- ever, have recognized a role for agent wealth and have argued that, assuming agents are risk averse, preferences for risk aversion may decrease as agent wealth increases.

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parallel agency-based literature on the same subject. In this article we integrate behavioral decision theory views on risk with agency rela- tions in a corporate governance context in order to develop a synthetic model of managerial risk taking.

A BEHAVIORAL AGENCY MODEL OF MANAGERIAL RISK TAKING

The behavioral agency model (BAM) we de- velop here takes a meso-theoretic perspective of corporate governance by integrating comple- mentary views of risk within an agency context. In particular, we argue that prospect and agency theories are complementary so that com- bining them may improve the predictive and explanatory value of agency-based models of executive risk-taking behavior. Since much of the argument underlying BAM builds from agency views of the principal-agent relation- ship, the model developed here is restricted to settings where the interests of agents and prin- cipals differ and, therefore, is primarily con- cerned with the efficacy of corporate gover- nance mechanisms designed to improve the principal's control over the agent. Further, since corporate governance encompasses a broad realm of factors, we constrain the model to ex- amine key elements of incentive alignment and monitoring control and how the decision and risk-bearing attributes associated with these el- ements influence executive choices of firm strat- egy involving risk. This restriction assumes that an agent's (specifically, a senior executive's) risk preferences are displayed through his or her choice behavior on behalf of the firm (i.e., strategic choices) and that these choices hold implications for the firm's performance and the agent's employment and compensation risk (cf., Amihud, Kamin, & Ronen, 1983; Amihud & Lev, 1979). Since this scenario still represents a large proportion of public corporations, we feel the resulting model is sufficiently generalizable to warrant attention by corporate governance scholars.

Problem Framing and Risk

Much of scholars' conceptual and empirical examination of risk outside the agency litera- ture is based on behavioral decision theory and, in particular, prospect theory (Sitkin & Pablo,

1992). Those creating behavioral models of deci- sions find that risk preferences of decision mak- ers and, thus, their risk-taking behavior change with the framing of problems (Kahneman & Tversky, 1979; Lant, 1992; Sitkin & Weingart, 1995). Agency theorists, in contrast, assume con- sistent choice behavior across differently framed problems based on normative views of choice behavior (e.g., rational expectations and utility theory) and, therefore, do not consider the importance of problem framing. In behavioral decision models scholars frame problems by comparing anticipated outcomes from available options against a reference point. Positively framed problems occur when available options of varying risk and return generally promise acceptable expected values. Negatively framed problems occur when available options gener- ally promise unacceptable expected values. Thus, problems can be framed as a choice among potential gains or a choice among poten- tial losses. Using current wealth or executive aspirations (cf., March & Shapira, 1992) as the reference points for framing problems as gain or loss, behavioral models predict that decision makers exhibit risk-averse preferences when se- lecting among positively framed prospects and exhibit risk-seeking preferences when selecting among identical but negatively framed pros- pects (Kahneman & Tversky, 1979).

Underlying this shift in risk preferences be- tween positively (gain) and negatively (loss) framed problems is the concept of "loss aver- sion." Loss aversion (see Table 1 for a list of terms and definitions) concerns the avoidance of loss, even if this means accepting higher risk (Tversky & Kahneman, 1986). Hence, loss aver- sion is not to be confused with the assumption of risk aversion found in most agency formula- tions. In particular, loss-averse decision makers are more sensitive to losing wealth than to in- creasing wealth (Tversky & Kahneman, 1986, 1991). Hence, loss aversion explains a prefer- ence for riskier actions to avoid an anticipated loss altogether over less risky options to merely minimize the loss (Thaler & Johnson, 1990), which suggests that risk preferences of loss- averse decision makers will vary with the fram- ing of problems in order to prevent or reverse losses and thus preserve their utility (Coffee, 1988). The assumption of risk aversion underly- ing agency theory, however, suggests that agents will prefer options with the highest ex-

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pected value subject to some limit on risk, which, in the case of losses, would mean ac- cepting smaller losses with minimal uncer- tainty.

Risk bearing. Risk bearing plays an important role in agency models of executive behavior (Beatty & Zajac, 1994; Coffee, 1988). Specifically, normative agency scholars have argued that risk bearing increases risk aversion by aggra- vating the overinvestment problem faced by managers (Amihud & Lev, 1981; Holmstrom, 1979; Holmstrom & Milgrom, 1987; Shavell, 1979). Risk bearing generally occurs by design, through governance mechanisms devised to transfer risk (i.e., risk sharing) from the principal to the agent (thus, placing more of the agent's income at risk), or is inherent in the role of the agent owing to the employment risk that cannot be diversi- fied away. Building on this view, we use "risk bearing" to represent perceived risk to agent wealth that can result from employment risk or other threats to agent wealth. "Risk taking," however, represents the agent's choice of invest-

ment risk from among the firm's investment opportunities.2

While accepting that agents may become more risk averse in response to increased risk bearing, BAM proposes that risk bearing par- tially mediates the influence of problem framing on risk taking. This view extends Sitkin and Pablo's (1992) argument that "perceived risk" may mediate the influence of problem framing on risk taking. Their reasoning is that, under conditions of gain (positively framed problems),

TABLE 1 Definitions of Key Terms Used

Term Definition

Aspirations Performance or wealth goals used in judging the acceptability of alternatives Behavioral evaluation criteria Means-based evaluation criteria focusing on decisions and other behaviors Compensation mix Proportion of variable pay in the compensation scheme Down-side risk Probability that a loss will result from a given option Employment risk Threat of termination Gain context Anticipating a return in excess of one's reference (e.g., aspirations) for gauging

acceptability Instant endowment Immediately including either just-received or fully anticipated wealth into one's

calculations of personal wealth Layering Adding variable pay to a compensation scheme without changing the amount of base

pay Loss aversion Preferring options that avoid losses altogether over options that limit the size of the

loss Loss context Anticipating a return below one's reference (e.g., aspirations) for gauging acceptability Problem framing Framing a choice situation as a potential loss or a potential gain relative to some

reference point, such as current wealth or aspirations for wealth Restructuring Converting some portion of base pay into an equivalent amount (in expected value

terms) of contingent pay Risk aversion Preferring lower risk options at the expense of returns Risk bearing Perceived risk to agent wealth that can result from employment risk or other threats to

agent wealth Risk neutral Preferring options with the highest expected value and in which the risk is fully

compensated Risk seeking (loving) Accepting options in which the risk is not fully compensated in hopes of realizing the

up-side potential of the option Risk taking Choice of investment risk from among the firm's investment opportunities Target difficulty Probability of not achieving a performance goal

2 Our view of risk bearing differs from standard utility maximization views of risk "shifting," which seek to identify an optimal allocation of risk between the principal and agent and assume that the contract transfers risk from the principal to the agent. Further, not all the value an agent receives because of his or her position is included in the contract. For example, membership on the local arts boards (e.g., museum trustee) may be tied to the agent's position (e.g., CEO). Hence, threats to a variety of intangible items, including one's image, also may be included in risk bearing, but, for purposes of simplicity, we will continue to talk about threats to wealth.

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decision makers perceive more risk to wealth since they now have something to lose- namely, the anticipated gains to wealth. Con- versely, when facing a loss condition, decision makers perceive less risk to wealth, since the wealth is effectively already lost. This argument presents a cognitive explanation for why deci- sion makers act conservatively when facing gains (the award of anticipated wealth is still at risk) but take greater risks when facing a loss (there is nothing to lose here but the loss itself). Their definition of perceived risk as threats to wealth (cf., Sitkin & Pablo, 1992: 14) conforms nicely with the notion of risk bearing we use here. Thus, adapting their argument to reflect a principal-agent setting, we assume that pros- pects for future firm performance impact the wealth of executives. That is, when forecasts of firm performance are satisfactory (a gain situa- tion), executives anticipate positive gains to per- sonal wealth (e.g., bonuses, normal raises, and so forth) and act conservatively. Conversely, when forecasted performance is unsatisfactory, executives may anticipate losses to wealth (e.g., raises may be withheld, the value of stock op- tions may fall, and so forth) and therefore enter- tain greater strategic risks on behalf of the firm. Thus, to the extent that executive wealth is im- pacted by firm performance, executives are likely to perceive more risk to personal wealth (i.e., risk bearing) under conditions of gain but less risk to that wealth under conditions of loss. This counterintuitive argument provides a cog- nitive explanation for why the framing of prob- lems as losses or gains may influence a deci- sion maker's risk preferences.

Based on this argument, we predict that risk bearing partially mediates the link between problem framing and risk taking.3 Recognizing a mediating role for risk bearing between prob- lem framing and risk taking represents a criti- cal, though missing, link in agency-based for- mulations as well as behavioral models of executive risk, because it allows us to make differential predictions as to how monitoring

and incentive alignment affect managerial de- cisions under particular decision contexts.4 These arguments lead to our first proposition:

Proposition 1: To the degree that exec- utive wealth is tied to firm perfor- mance, risk bearing partially medi- ates the influence of problem framing on risk-taking behavior so that posi- tively framed problems increase risk bearing, and risk bearing, in turn, exhibits a negative influence on risk taking.

Performance history. Operating from an as- sumption that sunk costs (and gains) are irrele- vant to choices of future investment options, cre- ators of agency-based models generally have assumed a recursive relation in which risk choice influences performance. When these scholars have considered the influence of per- formance on risk preferences (e.g., multiperiod models), they have generally looked at how the agent's current wealth may influence agent preferences for risk as modeled along a quad- ratic utility function for the agent (often speci- fied as decreasing risk aversion; e.g., Lambert, 1986).

Prospect theorists and the related work of oth- ers on the behavioral theory of the firm (e.g., Cyert & March, 1992; March & Shapira, 1987, 1992) challenge this view by suggesting that the results of previous strategic choices (past and current performance) also may influence risk bearing and, ultimately, risk taking through its effect on the reference point used in framing problems (e.g., Bromiley, 1991). Thaler (1980) makes the point explicitly by arguing that sunk costs (and, presumably, sunk gains) matter in choice behavior. Indeed, it is the influence of prior performance on choice behavior that clearly distinguishes behavioral models from rational expectation views of decision, such as those captured in traditional agency models (Tversky & Kahneman, 1986). This perspective, graphically shown in Figure 1 and captured in our second proposition, argues for a dynamic

'Although Sitkin and Pablo (1992) propose a fully medi- ating role for perceived risk, preliminary empirical evidence supports only a partially mediating influence (Sitkin & Weingart, 1995). Further, both the behavioral theory of the firm and prospect theory predict a direct effect from problem framing on risk taking. A partially mediating role best ac- commodates these arguments.

4 It is also possible that risk bearing moderates the rela- tion between problem framing and risk taking so that greater risk bearing increases risk aversion in gain situa- tions. However, it is not clear how risk bearing would mod- erate the relation in loss situations. (We thank an anony- mous reviewer for this suggestion.)

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relation between risk and prior performance so that rising performance should raise the refer- ence point used in framing a problem as gain or loss and, consequently, decrease the probability of a gain context.

Proposition 2: Rising firm performance over time elevates agent aspirations for future firm performance and thus decreases the probability of a gain context.

Incentive Alignment and Risk

In agency-based models incentive alignment as a control mechanism is achieved by making some portion of agent compensation contingent upon satisfying performance targets specified in the contract (Welbourne, Balkin, & Gomez- Mejia, 1995). As such, incentive alignment gen- erally involves four issues: (1) the allocation of compensation between base (i.e., any contractu- ally guaranteed pay, such as salary) and vari- able (i.e., any nonrecurrent and/or contingent pay, such as a performance bonus) forms, (2) the design of variable pay forms of compensation (e.g., stock options), (3) the setting of perfor-

mance targets for the awarding of variable pay, and (4) the selection of measures used in evalu- ating performance (Gomez-Mejia & Balkin, 1992). In this section we examine the effects of each of these elements separately in order to under- stand each element's influence independent of assumed interrelations. This approach relaxes assumptions of correspondence and internal consistency among these elements and, we be- lieve, enhances the generalizability of our model to a broader set of compensation arrange- ments, and it allows us to explore factors not generally present in such contracts as direct supervision and the use of behavioral criteria.

Compensation mix. One major issue in the design of compensation schemes concerns the allocation of pay between variable and base forms (Harris & Raviv, 1979). This issue relates to the debate in the corporate governance litera- ture over the ultimate influence of incentive alignment schemes on agent risk taking (Gomez-Mejia, 1994). At the heart of this debate is a controversy over the relative importance of the incentive and risk-bearing properties of variable pay (Beatty & Zajac, 1994). In one argu- ment performance-based pay schemes that link

FIGURE 1 A Behavioral Agency Model of Managerial Risk Taking

Internal/external Compensation Stock Behavioral performance mix options evaluation

indicators design criteria

P 4b P 5a, 5b

7a, 7b P 9 P 3a, 3b, 4a

Performance P 2 Problem P 1 Risk P 1 Risk history * framing > bearing taking

| 6a, 6b P1

Direct P 8a, 8b, Target supervision ' difficulty

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a portion of compensation to firm performance "reduce a risk-averse manager's natural ten- dency to reject variance increasing projects" (Larcker, 1983: 10). According to this view, agents are motivated to improve personal wealth, and when that wealth is strongly linked to the wealth of firm owners, executives will exhibit risk preferences similar to those of principals by selecting riskier strategic options (Coffee, 1988; Mehran, 1995). Conversely, when executive com- pensation is insulated from firm performance, no incentive exists to accept risk, and executives should exhibit risk aversion when selecting among strategic options (Bulmash & Maherz, 1985; Hill et al., 1988; Hill & Snell, 1989). Under this argument pay incentives in the form of con- tingent pay contractually promote agent self- regulation (in lieu of direct supervision), to the benefit of the principal (Welbourne et al., 1995). Findings by Larcker (1983) and others (Hill & Hansen, 1989; Hoskisson et al., 1992) suggest that managers receiving contingent pay do increase capital investment and R&D spending, which presumably implies that higher variance (i.e., riskier; cf., Mansfield, 1969) projects are now be- ing pursued.

In contrast, a normative agency argument rec- ognizes that when managers bear too much risk, they become increasingly risk averse (Holm- strom, 1979; Holmstrom & Milgrom, 1987; Shavell, 1979). This view argues that owing to noise in the relation between agent actions and firm per- formance, managers seek to reduce uncertainty in firm performance when their compensation is closely linked to that performance (Amihud & Lev, 1981; Coffee, 1988; Kroll, Simmons, & Wright, 1990; Lewellen, Loderer, & Marktin, 1987; Sloan, 1993; Walsh & Seward, 1990). Cannella and Gray (1992) indirectly support this argument by noting that in high-risk situations, firm performance is unrelated to executive pay, indicating that risk is compensated, whereas under conditions of low risk, firm performance is closely related to pay (cf., Garen, 1994).

One resolution to this debate recasts the prob- lem of compensation design as a situation in which agents must choose between different forms of pay (base and variable) having differ- ent risk and payoff characteristics. Specifically, BAM suggests that when a compensation scheme includes both base pay and ex ante contingent pay (variable pay that is contractu- ally linked to risky firm performance targets)

and that pursuit of these targets jeopardizes fu- ture base pay (e.g., augments the chances of executive dismissal), agents essentially are faced with a choice between safeguarding fu- ture base pay (i.e., reducing employment risk), with conservative firm strategies that smooth income streams, create firm growth at the ex- pense of profitability, hoard cash, and so forth (Baumol, 1959; Marris, 1964; Williamson, 1963), or pursuing contingent pay with riskier firm strat- egies that promise better firm performance (and, therefore, contingent pay awards) but that also raise the probability that the target will not be met and thereby increase employment insecu- rity for the executive (Donaldson, 1984; Hoskis- son et al., 1991, 1992). As we noted earlier, this argument assumes that the pursuit of riskier strategies designed to achieve performance tar- gets linked to the award of contingent pay also places future employment at risk should those strategies fail (Walsh & Seward, 1990). However, we argue that if executives count future base pay in perceived wealth, then loss-averse agents may seek to protect future base pay by opting for lower strategic risk on behalf of the firm, which, in turn, constrains firm perfor- mance. Recasting the problem of compensation design in this way allows us to develop a model of agent risk preferences under differing com- pensation designs using prospect theory predic- tions of choice behavior under uncertainty.

BAM asserts that executives make a distinc- tion between base pay and ex ante contingent forms of variable compensation. Consider a ba- sic compensation scheme that includes ex ante contingent pay,5 which is tied to the achieve- ment of specified performance targets, and base pay and adjustments (i.e., salary and normal market adjustments) that are fixed over the life of the compensation agreement. Consistent with normative agency views, contingent pay is dis- tinguished from base pay by the degree of un- certainty associated with each so that increases in the proportion of contingent pay increases

5Ex ante contingency compensation differs from ex post variable compensation in that the targets and rewards for achieving those targets are specified in the contract prior to executive action, whereas ex post variable compensation (discussed later, under "Monitoring and Risk") represents a "settling up" process whereby boards determine bonus awards and other pay following executive actions (Finkel- stein & Hambrick, 1996; Gomez-Mejia, 1994).

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"compensation risk" (Holmstrom, 1979; Holm- strom & Milgrom, 1987; Shavell, 1979). In our ex- ample executives know with certainty the amount of salary they will receive in each year of their contract since it is specified, but they cannot predict the amount of contingent pay they may receive in each year, since the amount depends on a variety of unpredictable market and economic factors. Thus, contingent pay con- tains greater uncertainty for the agent than base pay since the latter is fixed over the period of the contract, whereas the awarding of contingent pay is not.

The distinction we make above suggests that executives may view future base pay much like a renewable annuity and therefore include it in calculations of perceived current wealth. This assumption builds on the concept of instant en- dowment (Thaler, 1980), which recognizes that decision makers immediately include into cal- culations of personal wealth money just re- ceived (Franciosi, Kujal, Michelitsch, Smith, & Deng, 1996; Thaler & Johnson, 1990). This argu- ment is reasonable if we recognize that pur- chases involving multiyear loans (e.g., homes and cars) are made on the premise, by both the buyer and lender, that the buyer's current base pay will continue indefinitely into the future. Hence, future base pay is instantly endowed into calculations of perceived current wealth.6 However, true ex ante contingency pay is not as likely to be included in this calculation since it is far less certain. Executives may receive large amounts in some years (Comp flash, 1995; Rainie, Loftus, & Madden, 1996) and none in other years owing to changing firm fortunes and economic conditions. Thus, an executive's reference point for gauging compensation prospects depends largely on anticipated base pay, since this pay is counted in calculations of perceived current wealth.

A variety of empirical evidence provides indi- rect support for this argument. For example, sev- eral scholars have noted that people treat regu- lar income differently from how they treat unexpected windfalls (O'Curry & Lovallo, 1992;

Shefrin & Thaler, 1988; Thaler, 1985, 1990). Ex- panding on this theme, Strahilevitz (1992) argues that regular pay may be used primarily for re- current consumption expenses (e.g., rent, food, utilities, and so forth), whereas uncertain pay (e.g., unanticipated bonuses) is more likely to be used for nonessential expenses and savings (see also research by Arkes, Joyner, & Stone, 1994; Henderson & Peterson, 1992; Rucker, 1984). These findings indicate that employees tend to spend assured income on practical necessities linked to their standard of living (houses, cars, and so forth) but prefer nonessential items (va- cations or luxuries) when spending unexpected or highly uncertain income. Essentially, base pay is tied directly to an executive's customary standard of living, whereas variable pay is less so since it is an unreliable source of income. Indeed, Balkin and Banister (1993) have noted that most executives attach little security to variable forms of compensation, suggesting that its loss represents less risk to wealth. Hence, threats to future base pay and its value (e.g., losing cost-of-living or market adjustments) would seem more salient than threats to vari- able pay, since losses associated with future base pay pose a significant threat to an execu- tive's perceived wealth, future earnings poten- tial, and, ultimately, to his or her standard of living. Loss of true variable pay (i.e., nonrecur- rent contingent compensation) poses a less se- vere loss because it is normally used for discre- tionary consumption expenses and savings that can be deferred more easily into the future or, perhaps, foregone altogether (Arkes et al., 1994; Strahilevitz, 1992).

If we count base pay in perceived current wealth-and do not count ex ante contingent pay-we reduce the prospects facing the agent to protecting perceived current wealth (i.e., re- ducing employment risk, protecting normal ad- justments to base pay, and ensuring future earn- ings potential) or to risking that wealth in pursuit of variable pay. By assuming that they are loss averse and not risk averse, BAM holds that agents are indifferent toward uncertainty (Shapira, 1995) but hold clear preferences re- garding loss (Tversky & Kahneman, 1991). In other words, agents are more concerned with avoiding loss to perceived wealth than to at- tracting additional wealth (loss avoiders rather than wealth maximizers). Hence, compensation risk bearing results primarily from threats to

6 It is also possible that agents may include future market adjustments to base pay (e.g., normal raises) and future earnings potential in calculations of perceived wealth. If this is true, threats to these forms of wealth occur as relative deprivation (lagging the market) and declines in the execu- tive's market value (Fama, 1980).

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wealth in the form of base pay. As a corollary, we observe that if future base pay is insulated from threats arising from pursuit of variable pay, then risk bearing is reduced, allowing vari- able pay to provide incentives for agents to se- lect riskier strategic options.

Proposition 3a: Risk bearing results from threats to future base pay and anticipated adjustments to that pay.

Proposition 3b: To the extent that fu- ture base pay is insulated from the threat of loss, agent risk bearing is reduced and agents may therefore be more willing to pursue contingent pay through riskier strategic choices.

Clearly, BAM's perspective of risk bearing dif- fers from traditional agency views. Building on utility theory arguments regarding risk (cf., Markowitz, 1952), developers of traditional agency models view compensation risk as the proportion of compensation that is variable, and they see this measure as a proxy for risk bearing (cf., Beatty & Zajac, 1994; Gray & Cannella, in press). This has led agency scholars to view risk and, indeed, risk bearing in terms of un- certainty. It follows from this view that if agents are risk averse, they are averse to un- certainty and thus prefer higher proportions of certain compensation over uncertain (vari- able) compensation.

In contrast, as discussed earlier, we assume agents are loss averse-not risk averse. Hence, we argue that the amount of contingent pay in the compensation package design has little ef- fect on agent risk bearing when simply added to a compensation scheme (i.e., "layering"), since its loss is not likely to pose a threat to perceived wealth. That is, adding more contingent pay to a given compensation design has no effect on agent risk bearing since risk bearing results from the threat to base pay engendered from pursuit of contingent pay. Alternatively, "re- structuring" compensation schemes, whereby some portion of base pay is converted into vari- able pay, creates a loss condition for the agent. This conversion of "certain" pay into "uncertain" pay induces this loss condition for the agent since the future pay that was counted in per- ceived wealth (and possibly allocated to paying for a long-lived asset) has now been taken away

and offered back as a gamble. These arguments underlie the following two BAM propositions:

Proposition 4a: Increasing the amount of contingent pay in total compensa- tion through layering has no effect on risk bearing.

Proposition 4b: Restructuring base pay into contingent pay creates a per- ceived loss for the agent.

Stock options design. BAM also differs from typ- ical agency views in predicting how a popular form of variable pay-stock options-may influ- ence executive risk taking. Again, building on the concept of instant endowment (Thaler, 1980; Thaler & Johnson, 1990), we suggest that stock option schemes may increase risk bearing of the execu- tive (and, thus, increase risk aversion) rather than decrease risk aversion, as suggested by those ar- guing incentive alignment (cf., Pavlik & Belkaoui, 1991). Our view argues that if, like base pay, pre- viously awarded (though not exercised) options become part of perceived current wealth (i.e., are instantly endowed), then, consistent with the no- tion of loss aversion, choices between preserving this wealth and earning new options should result in a conservative risk-averse posture. Hence, op- tions awarded annually in a multiyear contract may serve to increase risk aversion over time. Specifically, positively valued stock options cre- ate risk bearing when executives anticipate the returns from exercising those options in the future. Loss-averse managers respond to this risk by pre- ferring actions that preserve this anticipated value over actions that enhance the value. Corre- spondingly undiversified equity holdings in the employing firm (from employee stock option plans, exercised options, and so forth) would act in a manner similar to options having a positive down-side risk. However, if the down-side risk of options is set to zero (i.e., the stock option value is insulated from any adverse consequences of risk taking), then option awards may not result in risk aversion.7 The resulting BAM propositions are as follows:

7An important limitation to these arguments concerns the horizon of investment payoffs relative to the realization of stock awards. If, for example, stock holdings or options can be converted to cash at market value in the near future, executives may select investment options designed to raise the near-term market value of the company at the expense of the long-term value (Bizjak, Brickley, & Coles, 1993).

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Proposition 5a: Unexercised, posi- tively valued stock options create risk bearing for the agent, which ulti- mately increases executive risk aver- sion.

Proposition 5b: Stock options do not create risk bearing for the agent when the down-side risk of stock options is set to zero.

Target setting. A third issue in the design of an incentive alignment control system concerns the attainability of performance targets used in awarding variable pay. Target attainability, as well as the specific targets employed, varies considerably across compensation agreements (Gomez-Mejia & Balkin, 1992). The question of target attainability ultimately concerns the ef- fect of high or low targets on risk-taking behav- ior. Agency-based corporate governance models are relatively silent on this issue, even though it appears to be a crucial element in governance design.

Several behavioral views (e.g., Kahneman & Tversky, 1979; March, 1988; March & Shapira, 1987) provide guidance by suggesting that, holding other factors constant, higher (more difficult) performance targets ultimately in- crease risk taking, whereas lower (easier) per- formance targets reduce risk taking. Follow- ing arguments by Payne, Laughhunn, and Crum (1980), we argue that the performance targets (used in awarding variable pay) influ- ence the location of the reference point to the extent that executive aspirations are influ- enced by the performance targets specified in their compensation agreement. Although other factors also may influence executive aspira- tions for firm performance and thus the loca- tion of this reference (including performance history, peer performance, market conditions, and so on), it seems clear that the explicit performance targets in the compensation agreement must play a significant role in set- ting this reference point, which suggests that executives frame strategic problems as poten- tial gains or losses by comparing forecasts of firm performance against the performance tar- gets specified in their compensation agree- ment. Thus, high, variable-pay performance targets relative to performance forecasts cor- respond to loss contexts (ultimately increasing agent risk-Laking behavior), and vice versa. As

a corollary, targets must continually adjust with performance trends (within the con- straints of industry norms for executive con- tracts) if a loss context is to be maintained and risk aversion discouraged. This leads to the next BAM propositions:

Proposition 6a: A high, variable-pay target increases the probability that executives will face a loss decision context and ultimately leads to an in- crease in executive risk taking.

Proposition 6b: Variable-pay targets must adjust with performance to en- sure that executives face loss decision contexts.

Performance measures. The fourth issue in the design of incentive alignment mechanisms con- cerns the choice of outcome measures used in evaluating executive performance. Corporate governance scholars long have argued the rel- ative merits of accounting (or internal) versus market-based (or external) measures for evalu- ating agent performance (e.g., see reviews by Gomez-Mejia, 1994; Gomez-Mejia & Balkin, 1992; Lambert & Larcker, 1985a,b; Sloan, 1993). How- ever, their discussion has failed to provide un- ambiguous guidance in the selection of outcome criteria. The argument centers on the informa- tional properties of the two measures, as well as their effects on incentive alignment. As Sloan notes: "[T]he optimal contract involves a trade- off between incentive alignment and risk shar- ing" (1993: 61), and "the relative weights placed] on the two performance measures [earnings and stock price] ... are chosen to minimize the amount of noise to which the CEO is exposed" (1993: 62-63). Thus, one agency argument con- centrates on the effects of a measure's "noise" on agent risk bearing and suggests that market- based measures may increase the risk borne by executives (requiring that a risk premium be paid to the agent), since they measure perfor- mance largely outside the manager's control (Lambert, 1993). A counterargument focuses on the link between principal and agent interests and proposes that awarding incentives through the use of market-based criteria increases the likelihood that executives will exhibit behavior consistent with the interests of principals (i.e.,

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risk-neutral behavior; Finkelstein & Hambrick, 1989; Jensen & Murphy, 1990a; Rappaport, 1986). This latter argument focuses more on the moti- vational than the informational properties of the two performance measures. Neither argument, however, recognizes behavioral processes that might drive executive behavior, but each rests instead on an assumption of agent risk aversion, which, as we argued previously, can result in contradictory predictions of executive behavior. In contrast, prospect theory provides a behav- ioral foundation for guiding this debate and for instructing future research on this question by replacing the assumption of agent risk aversion with an assumption of loss aversion.

The executive compensation literature indi- cates that agents exhibit a preference for account- ing-based performance measures, whereas prin- cipals prefer market-based measures (see Gomez-Mejia & Balkin, 1992: 204-205, and Go- mez-Mejia, Tosi, & Hinkin, 1987, for discussions). Managers find internal or accounting-based measures easier to control than external or mar- ket-based measures, because they can alter ex- penses, reallocate capital or cash flow, change accounting procedures, and so forth (Dyl, 1989; Hunt, 1985; Varrecchia, 1986); market value, how- ever, is more subject to exogenous economic factors (Elitzur & Yaari, 1995). Thus, managers may feel more secure in achieving targets based on accounting measures. But principals clearly prefer market-based measures because they are less susceptible to manipulation and are more closely aligned with their personal wealth (Jensen & Murphy, 1990a). Given this distinction between accounting- (internal) and market- (ex- ternal) based outcome measures, it seems rea- sonable to argue that the use of accounting- based measures should increase the perceived probability of achieving target performance over that of using market-based measures. Thus, executives should expect higher perfor- mance relative to aspirations when accounting- based measures are used but will forecast lower performance relative to aspirations when mar- ket-based measures are used. This prediction assumes that the selection of performance mea- sures influences expectations for performance but not aspirations, since performance forecasts (i.e., expectations) are controlled by the execu- tive, whereas aspirations are largely influenced by the design of the corporate governance (e.g., performance targets specified in the contract)

and other exogenous factors (e.g., peer perfor- mance). This leads us to predict that the use of (internal) accounting measures leads to higher forecasted performance relative to performance aspirations, thereby increasing the probability of a gain context and thus risk aversion, whereas the use of (external) market-based measures lowers performance expectations rel- ative to aspirations, thus increasing the proba- bility of a loss context and risk taking.8

We observe that considerable empirical evi- dence supports BAM's prediction. For example, R&D spending is lower among firms using ac- counting measures than among firms using market-based measures (Coughlan & Schmidt, 1985; Jensen & Murphy, 1990b). Meanwhile, oth- ers suggest that market-based measures corre- spond to higher levels of risk taking (Paul, 1992; Rappaport, 1986). Thus, BAM's prediction corre- sponds to standard agency expectations regard- ing the influence of measurement criteria on agent risk taking. However, BAM differs in its explanation by suggesting that the influence of measurement criteria on risk taking occurs indi- rectly-through its effect on the executive's framing of problems. Thus, to the extent that performance targets are independent of perfor- mance measures, we expect the selection of per- formance measures to influence the probability of each decision context. These arguments lead to the next BAM propositions:

Proposition 7a: Reliance on market- based (external) outcome performance criteria increases the probability of a loss context.

Proposition 7b: Reliance on account- ing-based (internal) outcome perfor- mance criteria increases the probabil- ity of a gain context.

Monitoring and Risk

Monitoring generally provides an alternative mechanism to incentive alignment for control- ling agent activities (Beatty & Zajac, 1994; Eisen-

8 If aspirations adjust with the selection of performance measures, then the predicted influence may be nullified. Hence, this prediction is dependent upon the independence of the selection of the performance measure and the deter- mination of target difficulty or performance aspirations. (We thank an anonymous reviewer for this point.)

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hard, 1989; Gomez-Mejia & Balkin, 1992; Tosi & Gomez-Mejia, 1989). Whereas incentive align- ment contractually links performance outcomes to agent compensation through ex ante contin- gent pay (Finkelstein & Hambrick, 1996; Gomez- Mejia, 1994), monitoring concerns an ex post "set- tling up" process whereby monitors directly observe and evaluate either the agent's behav- iors, outcomes, or both and then determine compensation awards. Monitoring, therefore, involves the use of behavioral criteria and direct supervision. Unlike some agency theorists' exam- inations of monitoring, we examine the mecha- nism of supervision separately from the behav- ioral evaluation criteria normally employed.

Direct supervision. Although some have criti- cized agency-based models of corporate gover- nance for generally ignoring direct supervision (Hirsch, Friedman, & Koza, 1990; Perrow, 1986), there are models that have included it (e.g., Beatty & Zajac, 1994; Hoskisson & Turk, 1990). One criticism of these models is that they have confounded the mechanism of control (in this case, supervision) with the criteria of evaluation (agent behavior vis-d-vis outcomes; see Ouchi & Maguire, 1975; cf., Eisenhardt, 1985). That is, when supervision is considered in agency for- mulations, it is generally thought of as focusing on agent behavior, since outcomes are more ef- ficiently captured in contractually based incen- tive alignment mechanisms. This suggests that agency views of supervision within the gover- nance literature may be underdeveloped re- garding its ultimate influence on agent behav- ior (Westphal & Zajac, 1995).

At a minimum, direct supervision would seem to involve setting and communicating perfor- mance standards to the agent (Mitnick, 1994). It also seems reasonable for us to assume that, within the constraints set by industry practice and the market for executives, these standards are strongly related to the principals' (and, hence, monitors') preferences. In a BAM perspec- tive board supervision then establishes the standards for executive success. Unambiguous communication of these standards results in clear performance targets for the executive, which, as argued previously, should influence an agent's aspirations or reference point for suc- cess. If principals are vigilant in their role, we would expect that the standards they set should be higher than the standards set by the agent. Conversely, in the absence of vigilant supervi-

sion, standards (such as performance targets) should be lower, reflecting the agent's desire to establish accessible goals that reduce employ- ment risk and ensure contingent pay. The vigi- lance of monitoring, therefore, should relate to the difficulty of performance targets and, thus, to the executive's reference point for success. Formally stated:

Proposition 8a: Strong supervision of an executive by the board corresponds to more difficult performance targets.

Proposition 8b: Weak supervision of an executive by the board corresponds to easier performance targets.

Behavioral evaluation criteria. Monitoring control with behavioral criteria also may influ- ence risk bearing and, subsequently, risk tak- ing. Some agency arguments suggest that focus- ing on executive behavior may decrease executive risk aversion by allowing owners to punish observed instances of risk aversion di- rectly, while rewarding risk-neutral behaviors. Baysinger and Hoskisson (1990) provide a ratio- nale for this relation by arguing that replacing incentive alignment (compensation linked to performance criteria) with direct supervision translates into replacing financial controls (outcome performance) with strategic controls (agent behavior; cf., Ouchi & Maguire, 1975). Their argument goes on to suggest that the use of strategic controls lowers risk sharing by man- agers, since it relieves managers of achieving outcomes they can only partly influence, and instead focuses evaluation on means, which are assumed to be objectively and accurately as- sessed. Though compelling, Baysinger and Hoskisson's argument assumes that monitors utilize accurate and unbiased information about strategic behavior in evaluating executive ac- tions. This implies that strategic behaviors can be assessed relatively unambiguously by inside directors intimately familiar with the business. In contrast, we argue that because of the inher- ent ambiguity of the appraisal criteria used in the evaluation of senior executives (Ferris & King, 1992; Kanter, 1977), and because of the ne- cessity of reaching consensus over those criteria among a diverse and varying set of monitors, the use of behavioral criteria is likely to in- crease agent risk bearing, resulting in greater preferences for lower risk strategic options.

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Prospect theory proponents (Tversky & Kahne- man, 1981, 1986) and others, going back to Simon (1947; March & Simon, 1958) and, more recently, within the governance literature itself (Walsh & Seward, 1990), have challenged assumptions of rational decision making requiring accurate and unbiased information. These challengers point out that behavior is, in itself, equivocal and subject to unique interpretation that is ex- perience dependent (Weick, 1970). Performance appraisal, in particular, has been shown to be heavily influenced by the evaluator (Becker & Cardy, 1986). Thus, monitors with diverse back- grounds may individually frame responses dif- ferently, according to idiosyncratic schematic processing and prioritization (Waller, Huber, & Glick, 1995), which can result in unique percep- tions, interpretations, and prioritizations of agent behaviors by monitors (Fiske & Taylor, 1984). Further, a host of biases can influence performance evaluation significantly (Bernadin & Beatty, 1984; Bernardin & Buckley, 1981; Cardy & Dobbins, 1994; Murphy & Cleveland, 1991). These biases are compounded by the fact that relevant aspects of performance often are am- biguous and are left to be determined by indi- vidual evaluators (Murphy & Cleveland, 1991). Without a common frame of reference, some monitors may be severe and others lenient in their evaluations of a given behavior. All this suggests that even insiders may not agree on the appropriateness of a given strategy.

Exaggerating monitor biases in performance appraisal is the ex post specification of behav- ioral criteria. Unlike financial outcome criteria, which generally are specified in advance, be- havioral criteria are not fully specified in advance but are determined at the time of eval- uation, following the observation of agent be- havior. This clearly creates the potential for un- certainty in how monitors will perceive and interpret a given behavior. For example, nega- tive information has been shown to carry more weight than positive information (Edder & Fer- ris, 1989); therefore, the interpretation of behav- ior using post hoc criteria is subject to the fram- ing of information received (Kameda & Davis, 1990), so monitors view a given behavior more favorably when outcomes are acceptable than when outcomes are unacceptable (Becker & Cardy, 1986). As Walsh and Seward (1990) point out, boards make performance attributions to managers largely because they lack better in-

formation upon which to make more "rational" judgments. This occurs because it is difficult for principals to disentangle the role of potential agent incompetence from unfortunate circum- stances. Therefore, if agents, in good faith, took risks desired by principals, they could increase the probability of an unfavorable evaluation, to the extent that the outcomes from those risks were not acceptable to the monitors.

Finally, it is important to recognize that eval- uation of executive behavior is done collectively by a group of monitors (i.e., the board of direc- tors) having different backgrounds, experience, and frames of reference, but who must reach consensus over the executive's performance. Changes in group membership may affect the group's power structure and, thus, the selection and prioritization of the evaluation criteria em- ployed. This further raises ambiguity in the evaluation process, since it creates uncertainty about what criteria this group may deem rele- vant. Unlike financial controls, where agents may estimate the probability of achieving a specified performance target in advance of per- formance, behavioral control prevents this esti- mation, since the target is unknown until after performance. The uncertainty surrounding the selection of specific criteria adds to the ambigu- ity agents face when monitors employ behav- ioral criteria.

In sum, if an agent has reason to suspect that taking risks may lead to negative evaluations because the appraisal criteria and performance targets are ill defined until after the actions are taken-and are thus subject to a wide range of hindsight interpretation-then the agent subject to behavioral criteria should frame the situation as riskier and should reduce risk taking. There- fore, we predict that executives subject to be- havioral criteria by the board of directors are less able to discern how monitors will evaluate their performance than when assessment is based on more objectively and unambiguously defined (financial) criteria. This leads to the last BAM proposition:

Proposition 9: The use of behavioral criteria by the board creates uncer- tainty for the executive over how per- formance will be evaluated, increases agent risk bearing, and ultimately re- duces agent risk taking.

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IMPLICATIONS AND EXTENSIONS

In order to focus attention on how behavioral theory may inform agency models of corporate governance, our development of BAM has been centered on selected elements of internal corpo- rate governance design. We have chosen these elements to highlight and then examine key bi- ases regarding risk within agency theory that have limited its contribution to models of corpo- rate governance. In this section we extend BAM by exploring additional issues that may help distinguish BAM's contribution to corporate gov- ernance. Implications from this discussion may provide the basis for future conceptual develop- ment and offer guidance for empirical research.

One major contribution of BAM is the replace- ment of an assumption of risk aversion with an assumption of loss aversion in models of corpo- rate governance. By assuming loss aversion, we portray agent self-interest in a manner that dif- fers from the "wealth maximizing" view gener- ally implied in agency formulations. Drawing from behavioral decision theory (Tversky & Kahneman, 1986), we argue that self-interested individuals are less concerned with maximizing future wealth than minimizing losses to present wealth. Reframing the problem of corporate gov- ernance in this way has implications for a vari- ety of issues, including explanations for R&D investments (e.g., Hill & Snell, 1989), for diversi- fication decisions (e.g., Amihud & Lev, 1981; Kroll et al., 1990; Kroll, Wright, Toombs, & Leavell, 1997), for the use of "poison pills" (e.g., Kosnick, 1987), and for investments in capital intensity (e.g., Hill & Snell, 1989). For instance, it seems that loss minimization provides a more parsimo- nious and accurate explanation for executive preferences for poison pills, "golden para- chutes," and diversification than does wealth maximization, since these decisions generally seek to limit losses to wealth while incurring opportunity costs (i.e., sacrificing some portion of uncertain wealth prospects). Indeed, if agents are more concerned about protecting current wealth than attracting additional wealth (or even minimizing uncertainty), then compensa- tion designs that simultaneously protect the present and future base pay of agents (through poison pills, golden parachutes, and so forth) and that provide agents with strong variable- pay incentives may be in the principals' best interests, since these designs will provide in-

centives f or the agent that are tied to firm per- formance, without the threat of loss that pursu- ing higher return projects could entail (cf., Arrow, 1996).

Compensation Design

Within the context of incentive alignment, we might also consider implications from recogniz- ing the opportunity costs and sanctions in com- pensation design. Opportunity costs penalize premature turnover by delaying the realization of some portion of compensation into the future (stock options awarded that cannot be exercised for several years). The effect of this scheme on agent risk-taking behavior seems to depend on whether the value of that compensation is tied to the outcome of current strategic choices, as well as to the extent that this delayed compen- sation will be awarded if the executive was ter- minated prematurely. We suggest that "golden handcuffs" and other forms of opportunity costs may create risk-averse behavior in the same manner as base pay. This view assumes that delayed compensation is subject to instant en- dowment effects and thus becomes part of per- ceived personal wealth. Actions that threaten this wealth (i.e., pursuing risky options) would then be eschewed in favor of risk-averse choices.

Sanctions represent another extension of BAM. Agency-based corporate governance mod- els tend to focus on rewarding behavior rather than on imposing sanctions, yet loss of antici- pated gains (i.e., lack of cost-of-living adjust- ments or market adjustment raises) is an impor- tant part of compensation. One avenue for investigating the effects of sanctions emerges from Thaler's (1985) examination of coding mixed gains and losses. His work suggests that individuals prefer to integrate mixed gains and losses when the net outcome is a gain but prefer to segregate gains from losses when the net outcome is a loss. The precise role of these pro- cesses in compensation design raises questions about how and whether variable pay can sub- stitute for apparent sanctions to base pay result- ing from a lack of increases in base pay. Further, Thaler's argument has implications for how dis- tinct compensation decisions (e.g., for different forms of raises and bonuses) be communicated and paid to executives (cf., Lippert & Moore, 1994). Are choices that threaten losses viewed in

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isolation, or are they pooled with choices that promise gains in strategic choice opportunities? Although financial theorists (Cardoza & Smith, 1983; Sharpe, 1964) suggest a portfolio view, whereby choices are pooled so that independent risks are balanced against one another to mini- mize the overall risk of the portfolio, behavior de- cision theorists suggest a sequential approach in which down-side risk may be minimized for each individual choice (Kahneman & Lovalo, 1993). This view has special application to multiyear con- tracts, where choices of risk may be pooled or viewed sequentially across the years of the con- tract. How sanctions are treated when mixed with gains represents an important avenue for future research that could have major implications for compensation design.

Performance Measures and Targets

BAM predicts that the performance target used in compensation design to award variable pay will positively influence the aspirations used by executives to frame problems as posi- tive (gain) or negative (loss). This view can be extended in two ways: (1) by asking if limits exist to this monotonic relation and (2) by recog- nizing multiple performance targets in contract design. Evidence from goal-setting theory (e.g., Bandura, 1986; Locke & Latham, 1990) suggests a nonlinear relationship between goal difficulty and effort. That is, as targets become more dif- ficult, their influence on behavior lessens, since the targets become increasingly perceived as impossible. This argues for a limit to the influ- ence of performance targets where this influ- ence on executive aspirations may be margin- ally decreasing with the difficulty of the target. Correspondingly, goal time horizons also may influence perceptions of goal achievability (Bandura, 1986). It seems likely that the further targets extend into the future, the less likely they will influence executive aspirations. The precise relationship between specified perfor- mance targets and a decision maker's reference point remains an avenue for future exploration. Further, formally incorporating goal-setting the- ory into agency models of compensation design may provide new ways of viewing the criteria used in awarding variable pay.

Contracts generally contain multiple perfor- mance targets with graduated variable-pay awards that have different probabilities of

achievement corresponding to the difficulty of the targets. Recognizing multiple targets of graduated difficulty greatly complicates the re- lationship among performance target difficulty, executive aspirations, and behavior. Multiple performance targets potentially provide execu- tives with multiple reference points for success. How executives select from among those targets may depend on the range of difficulty the tar- gets represent and the independence of the tar- gets. For example, if independent targets vary in difficulty, executives may endow into calcula- tions of personal wealth bonuses associated with easy targets; this would affect the incentive value of more difficult performance targets, es- pecially if progressively higher targets required progressively riskier investments containing po- tential losses large enough to eliminate the gains from prior target achievement.

Consistent with traditional agency views, the previous argument clearly suggests that as target difficulty increases, the variable-pay awards attached to the target must increase pro- portionately. However, rather than basing the size of the award on the uncertainty of target achievement, we believe that the award must compensate for the potential loss of variable pay already "earned" (from reaching the easier targets) but not yet awarded. That is, executives may evaluate the rewards of pursuing the next more difficult target relative to the loss of both base and anticipated bonus pay. Even if the probabilities of reaching each target are identi- cal but their outcomes are interdependent (loss- es in one negatively affect gains in another), awards must become progressively larger to at- tract agent interest in their pursuit, since each variable-pay award must compensate for the more heavily valued loss of anticipated vari- able-pay awards as well as future base pay. Estimating the weighting of losses relative to gains and how executives calculate current wealth represents two important research is- sues for guiding compensation design.

Related to performance target difficulty is the question of measurement. A considerable num- ber of studies on performance measures have focused on capturing and compensating for the noise within various performance measures. This research has sought to find performance measures, individual or in combination (e.g., Sloan, 1993), that provide unambiguous signals of agent effort and risk preferences. Despite con-

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siderable empirical and analytical attention, this research has yet to provide clear direction (Lambert, 1993; Moody, 1992). Taking a different view, BAM acknowledges that different perfor- mance measures contain different forms of noise and examines the effects of these different forms on problem framing. Noise created by fac- tors outside the executive's control creates the potential for loss contexts, whereas noise engi- neered by executives to obscure effort levels creates gain contexts. Looking at noise in this way helps us avoid some of the measurement problems of extant research (Lambert, 1993). Fur- ther, it suggests new research into the effects of ambiguity on aspirations independent of perfor- mance effects. That is, executive aspirations traditionally have been modeled on relatively unambiguous signals of performance (e.g., his- torical and peer performance; Lant, 1992). This leaves open the question of how ambiguity in performance signals may moderate their influ- ence on executive aspirations.

Monitoring

Our view of monitoring draws a strong dis- tinction between the mechanisms of control (di- rect supervision) and the criteria of control (be- havior). We believe that failure to recognize this distinction has confounded prior examination of monitoring. In particular, we argue that the use of behavioral evaluation criteria ultimately in- creases agent risk aversion by increasing agent risk bearing. Increased risk bearing occurs be- cause behavioral evaluation criteria are more subjective and subject to ad hoc interpretation, which can create ambiguity about what criteria may be utilized and, ultimately, uncertainty over the eventual outcome of the evaluation. Further, the use of direct supervision in an agency context is subject to the same behavioral issues attending other elements of interpersonal relations, such as perceptual bias (Cardy & Dob- bins, 1994; Weick, 1970) and trust (Mitnick, 1994). These factors seem to increase agent risk bear- ing by tying future compensation, and even em- ployment, to ex post evaluation of performance. Yet modeling these factors in agent settings has been obscured by a focus on information avail- ability (Eisenhardt, 1985). BAM underscores the importance of this line of research by providing a mechanism for understanding the general re- lations among these factors and by analytically

distinguishing between the mechanism and cri- teria for monitoring. For example, although ex- plicit risk sharing is not evident in supervision (compensation may not be tied to uncontrollable performance factors), situational risk may ex- ceed that of an incentive alignment mechanism. Clearly, investigations of differences in per- ceived risk under these two systems seem warranted.

We have omitted from BAM any recognition that executives may engage in upward influ- ence. However, Westphal and Zajac (1995; Zajac & Westphal, 1995) provide evidence that execu- tives may manage board control through ingra- tiation and other tactics designed to induce board member acquiescence to executive pro- posals. Extending the model to recognize exec- utive upward influence tactics would add mod- erating influences on two relationships. First, upward influence may act as a deterrent to board vigilance; second, it may decrease the ambiguity and, thus, risk bearing associated with behavioral criteria. For example, a primary motivation for executive upward influence would be limiting negative performance ap- praisals and ensuring executive discretion, which may be accomplished by gaining prelim- inary acceptance (i.e., "buy-in") from board members for strategic choices, thereby increas- ing board member reluctance to criticize those choices later. This action ultimately reduces the ambiguity associated with the use of behavioral evaluation criteria, since boards would have ex- pressed commitment to specific behaviors in ad- vance. Hence, we could extend BAM by introduc- ing executive upward influence as a moderator of the relation between behavioral evaluation criteria and risk bearing. Executive upward in- fluence also may moderate the influence of su- pervision on target difficulty. This would occur if executives reduce board member anxiety over executive decisions though tactics designed to create trust, strengthen the monitor's confidence in the executive, and enhance monitor percep- tions of executive stature and competence (Westphal & Zajac, 1995; Zajac & Westphal, 1995).

Market Factors

Finally, BAM can be extended by looking out- side the framework of internal corporate gover- nance factors and recognizing a role for market factors in the model of executive risk choice. In

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particular, rising peer compensation relative to the executive's compensation may influence the framing of the compensation problem facing the executive and, therefore, his or her risk choices. This argument builds on equity theory, which, when applied to executives, suggests that exec- utive perceptions of compensation given a level of effort are tied to perceptions of peer wealth/ effort ratios (Wallace & Fay, 1992). Within BAM, peer salary levels would influence executive as- pirations for compensation (i.e., a compensation reference point, which should be distinguished from the reference used in evaluating strategic choices) so that rising peer salaries (and, pre- sumably, wealth/effort ratios) should positively influence executive aspirations for compensa- tion. Rising aspirations relative to current compensation therefore would result in a loss context (i.e., relative deprivation), which could trigger changes in executive risk preferences and behavior. Although these behaviors might include pursuing firm strategies for raising firm performance (and, presumably, compensation levels), they may also include entering the ex- ecutive employment market.

Fama (1980) has suggested a market disciplin- ary role that also could be included in BAM. He argues for the existence of a market for execu- tives that disciplines executives into behaving consistently with the preferences of principals. Specifically, Fama's argument suggests that if executives fail to perform adequately for their firms, or worse (e.g., they are associated with performance declines), their future market value suffers, thus lowering their future earning po- tential and even limiting their ability to find future employment (Agrawal & Walking, 1994). This argument raises another threat to execu- tive wealth-the threat to future earning poten- tial-that also may result from selecting risky firm strategies that the market may judge faulty (cf., Cannella, Fraser, & Lee, 1995). Thus, the presence of an executive market aggravates the link between strategic choices involving risk for the firm and the executive's own risk bearing.

Conclusions

Models are inherently incomplete depictions of the empirical world. The meso-theoretic per- spective we develop here combines behavioral decision theory with agency theory in order to reexamine the influence of various designs of

internal corporate governance on executive risk bearing and risk taking. By necessity, our explo- ration narrowly frames the setting and issues that we consider and leads us to overlook some potentially important and relevant relations and issues. For instance, we explicitly focus on only two theoretical perspectives and thus ignore other theories that may also contribute useful explanatory power to a model of executive be- havior. By focusing on internal corporate gover- nance, we ignore the potential role that external market factors may play in limiting our argu- ments. Conversely, it is possible that our argu- ments extend beyond the corporate governance setting examined here. For example, our argu- ment concerning the influence of internal and external performance measures on risk bearing could be extended to consider the locus of con- trol influences on reward designs in general. Finally, we place certain restrictive assump- tions on the model that should be given explicit attention in the future. In particular, we assume that executives use and therefore perceive base pay differently from variable pay. We can easily envision compensation designs where this dis- tinction may be lost because of a heavy reliance on variable pay in the form of commissions. We also assume shareholders are consistently risk neutral, even though we relax assumptions of consistent risk preferences by agents. Accom- modating variable risk preferences on the part of diverse principals represents a further ave- nue for extending BAM. Ultimately, these limits to the model present opportunities for further extensions and refinements, which we hope pro- vide a stimulus for extending corporate gover- nance research and more broadly agency-based views of governance.

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Robert M. Wiseman is an assistant professor of strategic management in the Depart- ment of Management at Arizona State University. He received his Ph.D. in strategic management from the University of Minnesota. His current research interests include modeling decision behavior under uncertainty and the role of risk in corporate gov- ernance and decision making.

Luis R. Gomez-Mejia is the Dean's Council of 100 Distinguished Scholar and Professor at the Arizona State University College of Business. He received his Ph.D. from the University of Minnesota. His research interests are macro compensation issues, in- cluding executive compensation and compensation strategy.