Breaking from the Past: Board Deliberativeness in CEO ... · Understanding the factors that trigger...
Transcript of Breaking from the Past: Board Deliberativeness in CEO ... · Understanding the factors that trigger...
1
Breaking from the Past: Board Deliberativeness in CEO Selection
ABSTRACT
We argue that shared, task-specific experience of board members increases behavioral repetition.
Along these lines, we find that greater shared, task-specific experience of board members is
positively associated with CEO origin similarity in the context of CEO selection decisions. More
interestingly, however, we explore the conditions under which such repetitive behavior is
attenuated. We hypothesize that board intra- and inter-experience diversity and firm performance
volatility and performance deterioration will move the board toward increased deliberation,
which will be more consistent with breaking from past behavioral tendencies. Drawing on a
sample of 266 CEO selections over a 17-year period, we find results consistent with our
hypotheses. Practical and theoretical implications of our findings are discussed.
2
There has been increased interest in the role of board experience by researchers trying to explain
a variety of strategic decisions, including acquisitions (Kroll, Walters, and Wright, 2008;
McDonald, Westphal, and Graebner, 2008), new market entry (Diestre, Rajagopalan, and Dutta,
forthcoming), and CEO succession (Westphal and Fredrickson, 2001). While prior work has
offered compelling evidence that boards tend to draw from prior experience, which may lead to
behavior persistence, an important unanswered question remains: After boards establish a pattern
of repetitive behavior, what are the factors that lead boards to break from such behavior?
Understanding the factors that trigger the disruption of repetitive behaviors has significant
organizational implications, as prior research has shown that when routines are automatically
transferred to changing situations, organizational performance may suffer (Cohen and Bacdayan,
1994). Accordingly, we explore board behavior suggestive of both the formation and the
weakening of routines in the context of CEO succession decisions.
CEO origin—determination between an internal or an external hire—has been the most
extensively explored CEO characteristic in the CEO succession literature (e.g., Zhang and
Rajagopalan, 2004). Although it is difficult to directly assess the cognitive processes of board
members, in this study we attempt to infer underlying causal routine- and heuristic-based
processes in the context of CEO succession as it relates to CEO origin. Specifically, routines are
repeated action steps that develop from process experience (Edmonson, Bohmer, and Pisano,
2001; Cohen and Bacdayan, 1994). As with routines, heuristics also develop from process
experience (Bingham and Eisenhardt, 2011), and are simple cognitive rules that may benefit
decision making because they function to organize and structure knowledge (Brewer, 1988;
Fiske and Neuberg, 1990; Wyer and Carlston, 1979). Hence, heuristics are general rules that
guide action, such as a status quo heuristic in which prior approaches are preferred (Kahneman,
3
Knetsch, and Thaler, 1991). After heuristics are established, routines become specific action
steps in which a general action plan is implemented in a concrete manner (e.g., the specific steps
taken to select a CEO). Classifying information into heuristics and routines brings order to
excessive information, makes information more manageable, and speeds decision making.
However, on the other hand, because the board has to manage a significant amount of
information and meets infrequently (Vafeas, 1999), it is not surprising that boards have been
shown to develop routines that lead to persistent behaviors (Ocasio, 1994).
Our context may allow us to indirectly infer these underlying cognitive processes since
boards have the potential to oversee multiple CEO selections. This recurrent behavior gives us
the opportunity to assess board decision persistence in which selecting a current CEO of the
same origin as the prior succession is suggestive of a board heuristic or routine. Specifically, we
test whether shared, task-specific experience encourages the repetition of board behavior in the
context of CEO selection, which may be suggestive of board heuristics and routines. Perhaps of
greater interest than board behavioral persistence, however, are deviations from the prior
succession approach, which may be consistent with a more deliberative approach in which the
board breaks from heuristic- or routine-based behavior. Decision makers are deliberative when
they expend effort to more comprehensively evaluate decision situations (Fredrickson, 1984),
and although comprehensive decision making is time consuming, it generally leads to improved
decision outcomes (Bourgeois and Eisenhardt, 1988; Priem, Rasheed, and Kotulic, 1995; Dean
and Sharfman, 1996). In addition, heuristic- or routine-based decisions have been shown to lead
to predictable biases (Kahneman and Tversky, 1974; Cohen and Bacdayan, 1994), especially in
situations in which sequential decisions are complex and heterogeneous (Vuori and Vuori, in
4
press). In this paper, we identify specific conditions under which boards break from experience-
based patterns in CEO selection, which might indicate more deliberative information processing.
Our theoretical approach is to draw upon work on both automatic and deliberative
decision processes. Accordingly, we first establish that shared, task-specific board experience
leads to board behavioral repetition. We then examine the moderating effects of board-level
factors, such as internal and external knowledge diversity of the board that may weaken the
effect of shared board experience on board behavioral repetition. We also assess the moderating
effects of firm-level factors, specifically (1) performance volatility, which likely makes
heuristics and routines derived from past experience less reliable; and (2) firm performance,
which can either strengthen or weaken the influence of shared, task-specific board experience on
behavioral persistence.
Our paper makes several novel contributions to the literature on corporate boards. First,
we examine a critical factor that potentially drives board behavioral repetition: task-specific,
board-member shared experience. Second, given that board members’ shared, task-specific
experience drives the board to repeat past decisions, we examine conditions that attenuate this
relationship, thus suggesting that boards are able to break from repetitive behavioral tendencies.
Third, our findings have clear practical implications for how boards should be structured in a
manner that facilitates information processing and decision making, particularly under
circumstances in which it would likely be beneficial for boards to break from past behavior.
THEORY AND HYPOTHESES
Scholars have posited the existence of two different human information-processing
systems in human reasoning. The first form relies on intuitive processing that is fast, automatic,
and requires only limited cognitive processing capacity (e.g., Kahneman and Frederick, 2007).
5
This approach is biased toward judgments similar to ones made based on prior experience, which
is consistent with the notion that individuals often reason based not on assessments of probability
but rather on their judgments of similarity (Sloman, 1996). With such processing, problems are
thought to be contextualized according to how they relate to prior experience, which allows
individuals easy access to prior solutions such as general-rule-based heuristics (e.g., “how-to”
rules; Eisenhardt and Sull, 2001) or specific step-by-step routines (Bingham and Eisenhardt,
2011). In our context of information processing within corporate boards, heuristics provide an
overarching guiding principle or rule (e.g., selecting a CEO from the same origin as the one the
board selected in the prior succession), while routines constitute a specific action sequence (e.g.,
first—retain an executive selection firm, second—describe preferred characteristics for incoming
CEO, third—create a slate of candidates based on selection criteria, etc.). By contrast to the first
intuitive form of information processing, the second form is a more demanding analytic-
inference process that is less influenced by prior experience and that is driven more by
deliberation and formal analysis (Evans, 1984, 1989; Sloman, 1996).
Individuals are subject to limited-capacity attention systems in which they only
selectively attend to stimuli (e.g., Cowan, 1988). Under such conditions, more automatic
processing occurs based on the individual’s familiarity with the stimuli. Research shows that
board members are often exceedingly busy (Mace, 2008), that many serve on multiple boards
(Fich and Shivdasani, 2006), and that they often hold time-intensive positions at their focal firms.
Hence, given such a limited attention capacity and time pressure, board members may be
particularly vulnerable to the use of more automatic cognitive processing. For example, prior
research suggests that board members tend not to address problems in a comprehensive manner,
6
to limit their exploration of decision alternatives (Finkelstein and Mooney, 2003), and to
disagree with the CEO only rarely (Schwartz and Weisbach, 2013).
Interestingly, research also indicates that processes that first require high amounts of
attention become more automatic with repeated experience (Shiffin and Schneider, 1977). Such
automatic information processing has been shown to be highly effective under many conditions,
particularly ones that are similar to prior experience. In our context, then, board CEO selection
processes that were once more deliberate may become more automatic with repetition. The
benefits of such experience-based information processing include effort reduction and decision
simplicity. However, if such an approach has served well in the past, it becomes harder to
dislodge, based on past efficiency (Evans and Over, 1996). Thus, heuristic- and routine-based
reasoning that tends to become more ingrained with behavioral repetition may lead to problems
as reasoning tasks become more elaborate and situations differ significantly from prior
experience (Kahneman, 2000; Sloman, 1996).
In contrast to a heuristic- or routine-based approach, an analytical approach is considered
to be more thoughtful and deliberative, but also more cognitive effort-intensive. Analytical
processing relies less on context and instead attempts to examine underlying causes and
principles (Stanovich and West, 2000). This form of analytical processing places greater
demands on an individual’s working memory system. Yet, in more complex decision making—
for example, in environments in which firm performance tends to fluctuate significantly—
analytical systems may be preferred over more heuristic- or routine-based approaches because
similarities to past situations either may not exist or are only superficially similar. Under such
complex decision making, better solutions are reached if more effortful processes override more
rule- or step-based methods—and these analytical processes become more likely when decision
7
makers believe that they incur a penalty or cost for using heuristic- or routine-based processes
(Sloman, 1996). Thus, complex situations that board members typically face often need abstract
thought in which similarity to other contexts is overridden and more analytical, abstract
reasoning becomes more optimal.
Heuristic- and routine-based reasoning methods, then, draw on prior contexts and apply
experience to situations perceived as similar, resulting in recurring patterns of action, which
reflect the experience of organization members relative to a particular task (Nelson and Winter,
1982). However, it is important that such experience-based reasoning, when established, is
subject to inertial pressures (e.g., Szulanski, 1996). The organizational literature offers ample
evidence that the more familiar an organization’s members become with a particular strategic
action, the more likely it is that they repeat it (e.g., Amburgey, Kelly, and Barnett, 1993; Gulati,
1995; Shaver, Mitchell, and Yeung, 1997). However, frequently repeated action sequences can
lead to suboptimal decisions and hinder performance when they are applied automatically to
dissimilar situations (Cohen and Bacdayan, 1994). Although heuristics and routines are difficult
to observe in organizations, they can be inferred from an observed sequence of behavior
(Barkema and Vermeulen, 1998). We first examine a likely condition under which boards are
prone to repeat past succession behaviors. Then, after establishing behavioral repetition, we
explore factors that contribute to boards breaking away from such repetitive behavior patterns.
We argue that repeating past behavior implies board heuristics and routines, while breaking away
from behavior patterns suggests that such experience-based reasoning is weakening, and that the
board is engaged in more analytical, context-specific deliberative information processes.
Behavioral Persistence: The Effect of Shared, Task-Specific Experience
8
We anticipate that collaboration experience on a specific task among board members will lead to
actions consistent with the application of heuristics and routines, leading to recurring patterns of
behavior. Board members bring specific expertise to the group and are expected to share
information so that the board can jointly perform effectively as a group. In the decision-making
process, shared experienced on a specific task among board members has been shown to
facilitate formal and informal transfer of learning, coordination of operations, and control of
consistency (Baum, Li, and Usher, 2000). By working on assigned tasks together, group
members establish specific behavior patterns that embody the learning, capabilities, beliefs,
values, and memories of its decision makers (Nelson and Winter, 1982). Because heuristic- and
routine-based reasoning encode organizational capabilities and knowledge, they are seen as a key
component of organizational learning (Levitt and March, 1988; March, 1991; Argote, 1999), and
they are conceptualized as a way to store knowledge and capabilities (Feldman and Pentland,
2003). Importantly, once a pattern or direction of organizational action is initiated it may persist
and become subject to inertial pressures (i.e., resistant to change) (Starbuck, 1983).
Consistent with experience-based behavioral persistence, we expect that shared, task-
specific experience drives CEO origin similarity in selection in such a way that boards with
significant shared, task-specific experience in hiring a prior CEO will hire a new CEO of the
same type as they had previously hired. Board shared, task-specific experience results from
board members who have had experience working together on a specific task. In our context,
shared, task-specific experience refers to prior firm specific experience that board members have
had in selecting a CEO at the focal firm. Shared, task-specific experience likely leads to
heuristics and routines that may lead to group-level mutual knowledge based on the members’
firsthand understanding of one another’s expertise and the face-to-face interactional dynamics
9
among the board members (Cramton, 2001). Such experience creates a common understanding
(Tian, Haleblian, and Rajagopalan, 2011), but it can also lead to heuristics and routines that have
been shown to lead, in turn, to inertial behavior (Hannan and Freeman, 1984). Hence, we expect
that shared, task-specific experience contributes to mutual board knowledge—defined as
information shared by all of a group’s members, coupled with the awareness that all others in the
group share the information (Cramton, 2001). Since experience-based behavior such as heuristics
and routines draw upon prior contexts and apply knowledge to situations perceived as being
similar, we fully expect that this mutual board knowledge increases the likelihood that once
shared, task-specific, experience-based behavior is established, current decisions will likely be
consistent with prior decisions perceived as similar. Thus, we make the following baseline
hypothesis:
Hypothesis 1: Board member shared, task-specific experience will be positively
related to the likelihood of hiring a new CEO whose origin—e.g., insider or
outsider—is the same as that of the prior CEO.
Breaking from Past Behavior: The Effects of Board Composition and Performance Factors
Given that we expect board members’ shared, task-specific experience will increase the
likelihood of board repetitive behaviors, we focus our interests in the following hypotheses on
the less-obvious question of which factors disrupt such repetitive board behavior. Specifically,
we are interested in whether increased knowledge diversity within the board likely contributes to
an increased variety of viewpoints and perspectives on the board that may in turn contribute to
the questioning of and ultimately the breaking away from behavioral repetition. In addition to the
compositional diversity of the board, we also expect firm-level performance factors—
10
performance volatility and overall financial performance—to influence board behavioral
repetition.
Board Intra-Firm General Experience Diversity Disrupts Repetitive Behavior
Within the management literature on groups, an information-processing perspective has posited
that potential group insight and productivity are enhanced as groups have access to a greater
diversity of general knowledge, opinions, skills, and abilities, which then give the group access
to a greater range of perspectives that can be brought to bear on a problem (Haleblian and
Finkelstein, 1993). This gives diverse groups a larger pool of resources that may be helpful in
dealing with uncommon problems. Such diverse groups may take longer to reach consensus, but
they may also be more comprehensive in their decision making (Nadolska and Barkema,
forthcoming). Such diversity may also set the stage for more cross-fertilization of ideas (van der
Vegt and Bunderson, 2005) as the need arises to (1) integrate diverse information and reconcile
different perspectives that can stimulate thinking that is more creative, and (2) prevent groups
from moving to premature consensus on issues that need careful consideration. Hence, diverse
teams may be ones that are more reticent to simply repeat past behavior.
We examine general experience diversity, which results from a collection of individuals
who have had differing levels of tenure working for the focal firm (Penrose, 1959). We posit that
intra-firm general experience diversity may encourage group-level differential ideas that
unfreeze tendencies toward behavioral persistence. Such diverse experience runs against a
common understanding (Tian et al., 2011) and may help break inertial behavior (Hannan and
Freeman, 1984). Thus, we expect that intra-firm general-experience diversity will contribute to
more varied information being shared by the board’s members. While board members’ shared,
task-specific experience fosters the routine-based decision-making approach, their knowledge
11
diversity attenuates the tendency of repetitive decision making and leaves open the possibility
that current decisions break from prior decisions. Thus, we hypothesize that intra-firm general-
experience diversity limits behavioral persistence in such a way that a positive relationship
between board member overlap and CEO origin similarity will decrease as intra-firm general
experience diversity increases as stated in the following hypothesis:
Hypothesis 2: The positive relationship between board members' shared, task-
specific experience and the likelihood of hiring a new CEO whose origin is the same
as the origin of the prior CEO will weaken as intra-firm general-experience diversity
increases.
Board Inter-Firm Experience Diversity Disrupts Repetitive Behavior
Based on a similar logic regarding why intra-firm board-experience diversity might attenuate the
effect of board shared, task-specific experience on behavioral persistence, we argue that diverse
extra-firm experience of board members might also have a similar impact. Director interlocks are
a source of information about business practices at other firms (Davis, 1991; Haunschild, 1993;
Mizruchi, 1996). A board interlock is created between firms when a director at one firm joins the
board of another (Burt, 1980; Mizruchi, 1996), and such interlocks are channels of information
and communication across firms (Haunschild, 1993).If such an interlock exists, a firm can gain
an inexpensive but effective form of "business scan" (Useem, 1984) that may influence focal-
firm heuristics and routines. Organizations attend to comparable organizations' visible actions for
clues about how to interpret their own situations and possible courses of action (Haunschild and
Miner, 1997). Directors bring knowledge to the board from their networks (Davis, 1996), and
this knowledge directs attention to new practices and facilitates the transmission of information.
Networks are a potential source of learning (e.g., Levitt and March, 1988; Powell, 1990; Uzzi,
12
1996) that promotes efficient skill transfer among firms (Hamel, 1991) and produces novel
syntheses of existing information (Powell, Koput, and Smith-Doerr, 1996; Stuart and Podolny,
1997). Faced with limited information from their own experience, organizations can use others’
experiences to compensate for their own deficit in understanding (Baum et al., 2000; Henisz and
Delios, 2001; Kraatz, 1998).
Along these lines, we argue that as board members access more distinct, diverse, and
relevant experience available to them from their experience as directors on other boards, they
will directly increase the information and knowledge diversity of the focal board. Similar to the
logic of the previous hypothesis on intra-firm experience diversity, we would also expect that
knowledge and information from diverse inter-firm experience will give the group different
perspectives, as well as more comprehensiveness and deliberateness in its decision making.
Hence, we expect that extra-firm experience of board members will attenuate the tendency that
information processing be based on prior task-specific experience in CEO selection, which leads
to the following hypothesis:
Hypothesis 3: The positive relationship between board members' shared, task-specific
experience and the likelihood of hiring a new CEO whose origin is the same as that of the
prior CEO will weaken as board members' external network ties increase.
Volatile Firm Performance Disrupts Repetitive Behavior
There are obvious costs in terms of time and effort associated with analytical information
processing, which requires a high degree of deliberation. Heuristic- and routine-based reasoning
are much more efficient forms of information processing in that they tend to arise in recurring
situations. For instance, heuristics and routines are constructed in such a manner that decision
makers can store organizational experience and transfer it to new situations relatively simply. In
13
addition, heuristics and routines work optimally in situations that are similar to current or past
situations (Cohen and Bacdayan, 1994; Bingham and Eisenhardt, 2011), but when they are
applied to dissimilar situations, performance can suffer (Haleblian and Finkelstein, 1999).
When firm performance is volatile, deliberative information processing may be more
appropriate than heuristic- or routine-based information processing. As volatility increases, it
becomes more difficult for decision makers to assign accurate probabilities to future events
(Milliken, 1987). As unpredictability increases, firms often gather more information (Kren, 1992;
Leblebici and Salancik, 1981) in order to address changing environments. Under such conditions
of unpredictability, we would expect that heuristics and routines associated with shared
experience would become less relevant and less likely to be associated with behavioral repetition
in the context of CEO selection. Hence, volatile environments make existing understanding of
prior cause-effect relationships less relevant and challenge the appropriateness of maintaining
behavioral persistence (Dess, Lumpkin, and Covin, 1997). As a result, we expect board
structures that are more associated with repetitive behavior, such as those having significant
shared, task-specific experience, will be less likely to rely on routine- and heuristic-based
information processing as volatility and uncertainty increase. Accordingly, we hypothesize as
follows:
Hypothesis 4: The positive relationship between board members' shared, task-specific
experience and the likelihood of hiring a new CEO whose origin is the same as the origin
of the prior CEO will weaken as firm performance volatility increases.
Performance Feedback and Its Influence on Repetitive Behavior
While shared, task-specific experience plays a critical role in fostering a routine-based approach
in decision making, it is less clear how performance affects the shared-experience effect on
14
repetitive behavior. Performance can be a significant signal that stimulates board members to
recognize the need or slack and to challenge the status quo. Inertia arguments are consistent with
the notion that strong performance strengthens board repetitive behavior. In contrast, a concept
that we develop—“cognitive slack”—is more consistent with the expectation that strong
performance will weaken board repetitive behavior.
Strong performance facilitates repetitive behavior. In successful organizations,
managerial behavior is frequently biased in favor of what seems to work (Levitt and March, 1988;
March, 1991). Given initial success with an activity, organizations are likely to repeat this
activity because it is less risky and more rewarding to repeat a successful action than to try
alternatives with which they have limited experience (Levitt and March, 1988). Heuristics and
routines reflect experiential knowledge in that they are the outcomes of learning from prior
behavior (Gavetti and Leventhal, 2004). Decision makers repeat seemingly successful
organizational actions, reflect on the outcomes, and then revise their understanding and/or action
as needed (Haunschild and Sullivan, 2002).
Knowledge accumulates in part as a result of positive reinforcement that follows from
prior choices (Levitt and March, 1988). Such positive reinforcement may buttress the belief that
board members’ shared, task-specific experience has resulted in positive outcomes and that it can
be relied upon in subsequent decision making. For example, boards that have made successful
CEO hires in the past are less likely to question the routine-based approach based upon prior
experience because this approach seems to be effective. In contrast, poor performance may
result in questioning of whether the shared, task-specific experience is still effective. Thus, we
hypothesize the following:
15
Hypothesis 5a: The positive relationship between board members' shared, task-specific
experience and the likelihood of hiring a new CEO whose origin is the same as the origin
of the prior CEO will weaken as firm performance deteriorates.
Strong performance limits repetitive behavior. At the same time, it seems equally
plausible that strong performance has the potential to limit persistent behavior. As previously
described, heuristics and routines rely on an automatic form of thinking that puts less strain on
cognitive processing and allows the user to sift through and deal with greater amounts of
information. We argue that strong performance may also be related to limiting persistent
behavior, and as such we posit that strong performance is associated with board-level “cognitive
slack” that affords board members extra time and resources. Given more time and resources to
process information, boards may opt to engage in more deliberative and analytical information
processing. Also, since performance is strong, such boards are under less pressure to move
quickly, and as a result they may be more complete, comprehensive, and deliberative in their
information processing. In addition, boards overseeing firms with strong performance may have
greater resources at their disposal, which allow them to innovate without risk of seriously
jeopardizing the firm. This notion of cognitive slack is consistent with the finding that financial
slack and prior organizational performance are positively associated with organizational
exploration activities (Lubatkin, Simsek, Ling, and Viega, 2004). Thus, we also posit that
cognitive slack that derives from strong performance may allow board members to experiment,
innovate, and make decisions that deviate from past ones.
The negative moderating effect of good performance, by which behavioral persistence is
weakened, is also consistent with threat-rigidity theory, according to which poor performance
amplifies behavioral persistence. When the organization finds itself in a threatening situation—
16
such as when organizational performance is poor—individuals within the organization may
exhibit their most well learned response (Staw, Sandelands, and Dutton, 1981). Consistent with
the notion of “threat-rigidity,” simplified cognitive processing may convince boards to fall back
on behavioral persistence. Overall, then, a competing hypothesis also seems plausible, in which
poor performance amplifies behavioral persistence, while strong performance allows for
cognitive slack that limits such persistence. These arguments, in sum, lead to our final hypothesis,
as follows:
Hypothesis 5b: The positive relationship between board members' shared, task-specific
experience and the likelihood of hiring a new CEO whose origin is the same as the origin
of the prior CEO will weaken as firm performance improves.
METHOD
Data and Sample
The sample for this study consisted of publicly traded U.S. manufacturing firms that made two or
more new CEO appointment announcements between 1996 and 2013. Consistent with prior
studies (e.g., Tian et al., 2011; Zhang and Rajagopalan, 2010), we limited the sample to large
firms (annual revenues greater than $50 million) and non-diversified firms (70% or more of sales
from a single 4-digit industry) that were listed continuously on COMPUSTAT. We classified
firms by industry using the four-digit Standard Industrial Classification (SIC) codes.
We identified CEO successions by drawing on executive information in proxy statements
and by using CEO appointment announcement information collected from media reports such as
the Wall Street Journal’s (WSJ’s) “Who’s News” and “What’s News” columns. As described
below under “Measures,” we used the stock price volatility for one year prior to a CEO
succession announcement and the total shareholder returns for two years prior to the CEO
17
succession year, which meant that we included firms for which stock price data were available
for those variables. From these data sources, our final sample included 266 CEO successions that
took place within 188 firms.1 T-tests revealed no difference in mean firm size (annual sales) and
firm performance (industry-adjusted return on assets, or ROA) between these firms on the one
hand and the other firms in the broader population of 725 firms from which the final sample was
drawn on the other hand (Zhang and Rajagopalan, 2003).2
Measures
Dependent Variable
CEO Origin Similarity. We assessed whether the new CEO's origin was the same as that
of the outgoing CEO based on the following procedure. First, for each new CEO selection in our
sample, we classified the prior and focal selections as either an internal or an external succession.
Consistent with prior studies (e.g., Zhang and Rajagopalan, 2003), we classified a succession as
internal when an executive with firm tenure of at least two years had been promoted to the
position of CEO of the firm and as an external succession otherwise. Second, if the prior and the
focal successions were either both internal or both external, we coded CEO origin similarity as 1;
otherwise we coded the variable as 0.
Independent Variable
Shared, Task-Specific Experience. To measure board members’ shared, task-specific
experience, we identified current board members who had also served on the board at the time of
1 As noted later, we first estimated a first-stage model to deal with selection bias. These first-stage models estimated the
likelihood of the succession and had a larger sample because they included all years that a firm was at risk of having a succession.
The reduced final sample of 266 successions refers to the second-stage models used to test the research hypotheses, where the
dependent variable was CEO origin similarity and not the likelihood of the succession event. 2 The total population consisted of 725 firms. Of the 725 firms, 188 firms experienced more than one CEO succession during the
study period. The T-test for firm size (measured by annual sales) of the 188 firms within the final sample (Mean = 4,325.41, s.d.
= 14,079.3) and of the 537 firms outside the final sample (Mean = 3,430.07, s.d. = 10,888.1) showed no significant difference
between groups: t-score = 0.85 (p = 0.36). The T-test for firm performance (measured by industry-adjusted ROA) of the 188
firms within the final sample (Mean = 1.17, s.d. = 5.92) and the 537 firms outside the final sample (Mean = 0.99, s.d. = 3.42) also
showed no significant difference between groups: t-score = 0.42 (p = 0.62).
18
the hiring of the prior CEO of the focal firm. In other words, we used this measure of board-
member overlap between two successive CEO selection decisions as a proxy for shared, task-
specific experience. This variable was measured by the number of board members who
participated in the prior succession decision divided by the total number of board members in the
focal succession. We confirmed information on board members who actually participated in the
CEO selection decisions based on the date of the CEO appointment announcements and the
beginning dates of directorship. This approach allowed us to capture actual task-specific, co-
working experience of board members.
Moderator Variables
General board co-working experience diversity. We defined general board co-working
experience diversity in terms of the tenure difference between an individual and all other
members on the board. Consistent with prior studies, we measured general board co-working
experience diversity based on Tsui, Egan, and O’Reilly’s (1992) formula: √1
𝑛∑ (𝑆𝑖 − 𝑆𝑗)2𝑛𝑗=1 .
This diversity measure is the square root of the summed squared differences between board
member Si’s board tenure and the board tenure of every other board member Sj, divided by the
number of board members. Increasing values of this measure suggest greater co-working
experience diversity.
Board external network ties. We examined board members’ director interlocks because
their experiences from other organizations potentially could stimulate the group to break from
routines. Specifically, we measured board external network ties by summing all other board
memberships of the focal firm's board members.
Firm performance volatility. We measured firm performance volatility by computing the
standard deviation of daily returns for two years before the CEO appointment announcements
19
(e.g., Grullon, Kanatas, and Weston, 2004). This measure is generally used as a measure of
performance risk in the finance literature. In addition, stock price variation is very relevant to
information processing because price movements are primarily caused by the new information
and the process that assimilates this information into market prices (Andersen, 1996). Therefore,
the board of directors will seriously consider the stock return volatility prior to a crucial decision
like new CEO selection. Data were collected from CRSP.3
Firm performance. We suggested competing hypotheses regarding the moderating effect
of firm performance on the relationship between shared, task-specific experience and CEO origin
similarity. While accounting-based earnings measures such as return on assets (ROA) are
backward-looking and pertain to short-term operational firm performance, shareholder return is a
function of expected long-term discounted cash flows (Nyberg, Fulmer, Gerhart, and Carpenter,
2010). From the perspective of the board of directors, both measures are critical indicators.
Hence, we used two measures of firm performance—annual ROA of the focal firm in the year
prior to the current succession and total shareholder return for two years prior to the current CEO
succession. In line with the existing literature (e.g., Rowley, Behrens, and Krackhardt, 2000),
ROA was calculated by dividing net income by total assets of firms and Shareholder return was
calculated as the fiscal year return to shareholders, including stock price appreciation and
dividends (Nyberg et al., 2010). Data on ROA and total shareholder return were collected from
COMPUSTAT.
Control Variables
To rule out possible confounding factors that may affect the CEO origin similarity, we
controlled for firm-specific, board-specific, and CEO-specific variables that have been examined
in prior work on CEO succession.
3 Center for Research in Security Prices.
20
Firm and board characteristics. Firm size was operationalized as the logarithm of total
assets. We expected the positive relationship between firm size and CEO origin similarity that
we found because larger firms may be more prone to inertial routines (Hannan and Freeman,
1984). Not only firm size but also board size may affect the formation of organizational routines
and institutionalized actions (Ocasio, 1999). Board size was measured as the total number of
directors on the board. Board independence, which was measured as the proportion of outside
directors to total number of directors (Desender, Aguilera, Crespi, and GarcÍa-cestona, 2013),
may also affect new CEO origin because insider-dominant boards are more likely to hire an
internal CEO (Zhang and Rajagopalan, 2003).
CEO characteristics. We controlled for the characteristics of outgoing (previous) and
incoming (new) CEOs. The ages of both CEOs were measured by counting the years since they
were born. To control for the effect of new-CEO social capital on succession type, we included
new CEO external directorships, measured as the number of external directorships held by the
new CEO. Ocasio (1999) demonstrated the effect of prevailing rules and precedents of insider vs.
outsider CEO succession on subsequent CEO succession. Hence, we controlled for the effect of
previous succession type, which was coded 1 if the previous succession was an inside succession
and 0 otherwise. We also controlled for previous CEO tenure by counting the years since the
previous CEO was appointed to the CEO position. In addition, we controlled for previous CEO
disposition, in which 1 represented routine departures and 0 represented non-routine departures.
Following previous studies (Cannella and Lubatkin, 1993; Huson, Malatesta and Parrino, 2004;
Tian et al., 2011), routine departures included two types of successions: (1) relay successions, in
which an “heir apparent” succeeded to the CEO position; and (2) retirement of the previous CEO.
Non-routine departures included (1) voluntary resignation, (2) dismissal, and (3) death or health
21
problems. Previous CEO disposition was coded based on the Wall Street Journal, company press
releases, and corporate proxy statements.
Finally, we control for unobserved heterogeneity from industry effects by
including industry-fixed effects.
Analysis
We estimated the likelihood of CEO origin similarity using a logit model because, as described
above, our dependent variable is binary. Because firms in the sample may have multiple CEO
successions, we adjusted for the resulting non-independence of observations by clustering
standard errors at the firm level (Wooldridge, 2003). We tested the hypothesized effects of the
independent variable and moderators on CEO origin similarity based on a two-stage Heckman
model (Heckman, 1979) to correct for the selection bias caused by the fact that CEO origin
similarity is observed only when firms experience a succession event. The two-stage approach
estimates the likelihood of CEO succession in the first stage, and in the second stage it estimates
the likelihood of CEO origin similarity, including the inverse Mills ratio generated from the first
stage. In the first stage, following prior studies (e.g., Zajac and Westphal, 1996), we predicted
the likelihood of CEO succession based on industry-adjusted stock-market performance (excess
return), firm performance (ROA), firm size (logged revenues), the length of the prior interval
between successions (i.e., the outgoing CEO’s predecessor’s tenure), the length of time since the
prior succession (i.e., the outgoing CEO’s tenure), and the number of prior successions observed
during the time period (cf., Amburgey et al., 1993; Mizruchi and Stearns, 1988).4 The first-stage
model (sample size = 1,497 firm years because the probability of succession is observed at the
firm-year unit of analysis) was estimated with a probit analysis that assumes that the error term
4 This model takes the following form: successiont = b0 + b1excess returnt-1 + b2ROAt-2 + b3firm sizet-1 + b4length
prior internalt-1 + b5time since eventt-1 + b6number of prior eventst-1 + ut.
22
follows a standard normal distribution (Heckman, 1979). In the second-stage regressions, we
included the inverse Mills ratio generated from the first-stage model. The second stage-logistic
models had a sample size of 266 successions because we only included the years of the focal
succession.
RESULTS
Table 1 includes descriptive statistics and pairwise correlations for the variables used in the
analysis. In our sample, 59% of new CEO origins were the same as the origin of their
predecessors. While explanatory and control variables have low correlations, we found high
correlations between firm size and board size (0.59) and between board member overlap and
previous CEO tenure (-0.62). We ran additional analyses without including these controls and
the results were consistent with the reported results.
Table 2 presents the results of the second-stage logistic regression models for CEO origin
similarity. Model 1 included the control variables only, and Model 2 included the main effect for
the shared, task-specific experience variable. Models 3–7 added interaction terms corresponding
to each of the hypothesized moderating effects on Model 2. The moderating variables were
mean-centered prior to creating the interaction terms to deal with the issue of potential
multicolinearity between the main effect and the moderating effects (Aiken and West, 1991).
Finally, Model 8 included all of the hypothesized effects in order to examine the stability of the
individual effects in an all-inclusive specification.
[Insert Tables 1 and 2 about here.]
Likelihood of Hiring a New CEO Whose Origin is the Same as That of the Prior CEO
Hypothesis 1 predicted a positive effect of shared, task-specific experience on CEO
origin similarity. In Model 1, the likelihood of the CEO origin similarity was predicted by the
23
control variables only. In Model 2 we added the shared, task-specific experience variable to test
Hypothesis 1. The incremental variance explained by Model 2 over Model 1 was significant (χ2 =
4.61, p < 0.05). More specifically, consistent with our prediction, the logistic regression
coefficient for shared, task-specific experience is positive and significant (β = 1.660, p < 0.05),
which suggests that a greater level of shared, task-specific experience increased the likelihood of
CEO origin similarity. To examine the economic significance, we calculated how increasing and
decreasing shared, task-specific experience changed the likelihood of CEO origin similarity. In
our sample, the mean of board size was 8.8, and the mean of shared, task-specific experience was
0.59. Therefore, on average, approximately five out of nine board members had shared, task-
specific experience in the CEO selection decision. As a marginal effect, we calculated the
incremental change in the likelihood of CEO origin similarity by adding or dropping one
additional board member with shared, task-specific experience. Holding other factors consistent,
increasing shared, task-specific experience by one more board member from its mean value
increased the likelihood of CEO origin similarity by 14.2%, and decreasing shared, task-specific
experience by one board member from its mean value decreased the likelihood by 13.4%.
Moderating Effects
Hypothesis 2 predicted a moderating effect of board co-working experience diversity on
the relationship between shared, task-specific experience and CEO origin similarity. Consistent
with Hypothesis 2, the coefficient for the interaction between shared, task-specific experience
and board co-working experience diversity was negative and significant (β = -0.222, p < 0.01) in
Model 3. The incremental variance explained by Model 3 over Model 2 was significant (χ2 =
7.45, p < 0.01), which suggests that greater board co-working experience diversity attenuates the
relationship between shared, task-specific experience and CEO origin similarity. In Hypothesis 3,
24
we predicted a negative moderating effect of board members’ external network ties on the main
effect. Consistent with that prediction, the coefficient for the interaction between shared, task-
specific experience and external network ties was negative and significant (β = -0.209, p < 0.01)
in Model 4. The incremental variance explained by Model 4 over Model 2 was significant (χ2 =
4.68, p < 0.05).
Hypothesis 4 also predicted a negative moderating effect of firm performance volatility
on the main effect. Model 5 shows that the coefficient for the interaction between shared, task-
specific experience and firm performance volatility was negative and significant (β = -0.047, p <
0.05), and the incremental variance explained by Model 5 over Model 2 was significant (χ2 =
5.08, p < 0.05). We tested Hypotheses 5a and 5b using two variables: ROA and TSR. Models 6
and 7 show that the coefficient for the relevant interactions was negative and marginally
significant for ROA (β = -8.844, p < 0.10) and significant for TSR (β = -0.093, p < 0.05). The
incremental variances explained by Models 6 and 7 over Model 2 were significant (χ2 = 4.42, p <
0.05 and χ2 = 3.85, p < 0.05, respectively). Therefore, our results support Hypothesis 5b instead
of Hypothesis 5a. The combined model (Model 8) shows that these effects were stable when all
variables were included in the same model. The incremental variance explained by the full model
over the main-effects-only model substantially increased (χ2 = 34.54, p < 0.001).
Interpretations of moderating effects in non-linear models such as logistic regressions are
not straightforward (Shaver, 2007). In particular, because our explanatory variables are
continuous, the interpretations of interaction terms are more complicated than those of binary
variables. We computed the marginal effect of changes in the independent variable on the change
of the dependent variable (the likelihood of CEO origin similarity) at two levels of the relevant
moderator variables—one standard deviation above and one standard deviation below the mean.
25
First, we found that increasing shared, task-specific experience by one more board member at the
mean resulted in an increase in the likelihood of CEO origin similarity by 21.4% for low levels
of board member general co-working experience diversity (one standard deviation below the
mean), yet that same increase in the shared, task-specific experience resulted in a decrease in the
likelihood of CEO origin similarity by 11.6% for high levels of board member general co-
working experience diversity (one standard deviation above the mean). Similarly, one additional
board member who had shared, task-specific experience at the mean increased the likelihood of
CEO origin similarity by 31.7 % for low levels of board-member external network ties, but it
increased the likelihood of CEO origin similarity by only 5.4 % for high levels of board-member
external network ties. For firm performance, one additional board member who had shared, task-
specific experience at the mean increased the likelihood of CEO origin similarity by 73.5 % for
low levels of firm performance measured by ROA, but it increased the likelihood of CEO origin
similarity by 0.2% for high levels of firm performance. The results were consistent with firm
performance measured by TSR (49.4% increase for low levels and 21.8% increase for high
levels).
Robustness Tests
In our sample, the average percentage of inside directors on a board was 13 (mean
of board independence = 0.87). Although inside directors are, by and large, relatively few,
they may have systematically different influences on CEO selections compared with
outside directors because inside directors are subject to different pressures from those of
outside directors, have different knowledge of the firm relative to outside directors, and
may prefer inside succession to preserve the status quo. To address this issue, we
conducted additional robustness tests and estimated all the models reported in Table 2
26
based on measures constructed with outside (independent) directors only. The results
remained robust with these alternative measures (not reported due to space constraints but
available from the authors upon request), and the levels and direction of statistical
significance remained unaltered.
DISCUSSION
We focused on board behavioral repetition as well as factors that disrupt such behavioral
repetition in the context of CEO selection decisions. We found that shared, task-specific
experience of board members is associated with behavioral persistence in which working
together on a prior CEO selection results in similar decisions on subsequent selections. This
finding suggests that overlapping board membership contributes to heuristics and routines, which
reflects a less time-consuming and more intuitive information-processing approach. We were
also interested in conditions that may provoke the board of directors to break from behavioral
repetition, which implies greater board deliberation in decision making. We posited and found
that both intra- and inter-board knowledge diversity trigger a break in behavioral persistence.
These findings suggest that a broader range of internal and external viewpoints on a board lead to
a greater number of ideas and enhanced comprehensiveness in decision making (Cox, 1993;
Jackson, May, and Whitney, 1995; Nadolska and Barkema, forthcoming). In addition, we
hypothesized and found that performance volatility contributes to a break from behavioral
repetition, which suggests that shifting environments are perceived by boards as requiring
adaptation and change. Finally, we explored the influence of prior firm performance, and we
found that strong performance leads to a break from persistent actions, which suggests that
“cognitive slack” within the board—additional time and resources to participate in more
deliberative thinking—contributes to a break from heuristics-based behavior.
27
Theoretical Contributions
Board members have often been criticized for being beholden to the CEO and for rarely resisting
his or her decisions (e.g., Schwartz and Weisbach, 2013; Johnson, Daily, and Ellstrand, 1996).
Thus, it was widely believed that board independence would solve the problem of ineffective
board members because outside board members would be more effective monitors of the firm
than inside ones (Mace, 1971; Finkelstein, Hambrick, and Cannella, 2008). However, it has also
become evident that even after most firms have moved strongly in the direction of appointing a
majority of outside board members such boards have not been linked to effective monitoring
(Finkelstein and Mooney, 2003). Clearly, then, we need to better understand the conditions under
which board processes are effective, and when they are not. An underlying assumption behind
the notion that outside board members are more effective monitors is that shareholder interests
are best protected when board members carefully deliberate over and process information
(Taylor, 2010). Hence, exploring the information-processing approaches of boards may improve
our understanding of board effectiveness as boards not only need independent members but also
need these members to be fully engaged in decision making.
Our findings may also contribute to a better understanding of the manner in which boards
process information. Since board members typically have to evaluate extensive amounts of
information (Fich and Shivdasani, 2006), it would certainly seem plausible that they would use
heuristics and routines to facilitate decision making, particularly given the time constraints that
they face. Despite the efficiency of the approach, repetition of prior experience may have
negative effects, especially in changing environments (Cohen and Bacdayan, 1994). Although
we find evidence consistent with intuitive decision processes, we also find evidence suggestive
of deliberative processes—broadly implying that board members may alternate between
28
information processing modes. Upon reflection, these information-processing modes appear be
analogous to the organizational learning ideas of exploitation and exploration (March, 1991).
More specifically, individuals within organizations are capable of repeating sequences,
which is consistent not only with routines but also with the exploitation of old possibilities. In
addition, we find evidence that boards regularly break from behavioral patterns, which suggests
not only deliberation but also the exploration of new possibilities. Thus, our study suggests
parallels between organizational-learning and board-learning processes.
We also contribute to the CEO selection literature by developing and testing more
nuanced theoretical arguments on the antecedents of new CEO origin. The prior CEO selection
literature has focused on the inertial effects of firm size and past performance in predicting new
CEO origin (e.g., Pferrer and Salanckik, 1997; Parrino, 1997; Zhang and Rajagopalan, 2004). In
contrast to these firm-level effects, our study identifies a key but previously unexplored source of
group-level path dependence: board shared experience in prior CEO selections. In addition,
although scholars have begun to examine how CEO selection decisions reflect prior experiences
of the board (e.g., Tian et al., 2011), we extend this literature since we go beyond simply
demonstrating that prior experiences with other board members lead to behavioral persistence.
Specifically, we identify board diversity and firm performance as factors that motivate boards to
choose a new CEO with a different origin. Thus, we reveal factors that both contribute to and
limit board behavioral persistence.
Practical Implications
Our findings also have important implications for how to structure boards in order to facilitate
more deliberative decision making. Our results are consistent with prior work that has shown a
tendency for repetition in board decisions, in which past reliance on a certain type of succession
29
(e.g., inside vs. outside) increases the likelihood of the same type of CEO origin for subsequent
CEO successions (Ocasio, 1999). Board members’ shared experience in a specific task likely
enables them to better understand the issues their organization faces and allows them to
implement available solutions that draw on heuristic- and routine-based reasoning that derives
from a common experience. With such shared experience, however, routine-based processes may
discourage deliberation that would likely facilitate better decision making.
The practical challenge, then, is to motivate boards to engage in greater deliberation,
particularly in more dynamic settings, in order to better meet their fiduciary responsibility toward
shareholders. There appears to be a clear trade-off in that greater shared firm tenure can lead to
timely decision making, as board members know how to efficiently work together. However,
such shared tenure can breed heuristics and routines that, while often functional, may become
dysfunctional, especially in changing contexts that render pre-existing routines irrelevant or
obsolete. From a practical standpoint, this implies a crucial balance between board stability and
board deliberation. As overlapping tenure increases, the board may be more stable and efficient
in its decision processes (e.g., Weick, 1969; Katz, 1982). Yet, such a board composition may
result in the board members falling back on past routines and continuing past behavior, even
when the context may call for them to depart from such routines and explore more novel options.
Our findings suggest that breaking from routines is most likely when boards have access to
diverse information and when performance conditions are either volatile, driving the need for
change, or strong, allowing for more opportunities. Practically speaking, then, relevant
stakeholders such as CEOs or key block holders may be able to structure boards in a manner that
increases deliberation and enhances decision making.
30
From the broader perspective of corporate governance, our findings cast boards in a more
favorable light as compared with depictions of boards as passive and complacent groups when it
comes to crucial strategic decisions (cf., Mace, 1971; Herman, 1981). Prior work also suggests
that board members are not comprehensive in problem solving because they limit their
exploration of decision alternatives (Finkelstein and Mooney, 2003). In contrast, we found that
boards do depart from prior norms when the board structure is conducive to building knowledge
diversity; also, boards appear responsive to cues from the firm's past performance in changing
their decision criteria. Taken together, our study is more consistent with a view of boards as
more thoughtful decision-making groups than has often been acknowledged in the prior literature.
Limitations and Directions for Future Research
We have only begun to “scratch the surface” of board cognitions and board learning.
Since our methodological approach was archival, we were only able to infer the presence of
intuitive and deliberate cognitive processes from observed relationships. However, we encourage
future work using alternative methods, such as laboratory studies and interviews based on
qualitative data to directly isolate the specific underlying cognitive and learning processes in the
development of board-level heuristics and routines, as well as the more deliberative processes
that contribute to breaking away from routines. While our study does suggest that both heuristic
and deliberative processes are in play on boards, more work is needed to fully determine the
specific conditions under which each process is dominant.
Second, although we focused on a limited set of moderators in order to permit deeper
theorizing and analysis, there is room to build more complete theories on the conditions under
which firms deviate from routines by examining other contextual factors. This opens up the
avenue for future work on strategic outcomes associated with board cognitive processes. For
31
instance, on the one hand, we could imagine (1) that under more stable conditions heuristic- and
routine-based processes would benefit firm outcomes, particularly when current and prior firm
situations are similar, and (2) that greater deliberation would result in more positive outcomes in
more dynamic environments. However, on the other hand, we could also envision instances in
which greater deliberation would lead to negative outcomes in dynamic contexts since such
information processing increases group conflict created by member diversity (Pelled, Eisenhardt
and Xin, 1999). Broadly speaking, it appears that the exploration of board cognitions and board
learning processes represents an important area to investigate, with a strong potential for both
theoretical and practical implications.
In conclusion, prior empirical work has shown that organizational actors tend to be
inertial in their behavior. Given their time constraints, board members may be particularly
susceptible to using heuristics and routines that lead to behavioral repetition. Our findings
suggest that the shared task experience of board members leads to such repetitive board
behavior. However, it is important for both practical and theoretical reasons to determine the
factors that limit board heuristics and routines in favor of more deliberate and analytical
approaches to decision making. Along these lines, our findings suggest that board knowledge
diversity, strong firm performance, and firm performance volatility suppress inertial tendencies
of board members. Therefore, although scholars have not yet found a simple formula for
effective board governance, the construct of board deliberation shows promise as a crucial
underlying causal mechanism that facilitates board effectiveness.
32
References
Aiken LS, West SG. 1991. Multiple Regression: Testing and Interpreting Interactions. Sage
Publications: Newbury Park, CA.
Amburgey TL, Kelly D, Barnett WP. 1993. Resetting the clock: The dynamics of organizational
change and failure. Administrative Science Quarterly 38(1):51–73.
Andersen TG. 1996. Return volatility and trading volume: An information flow interpretation of
stochastic volatility. Journal of Finance 51(1): 169–204.
Argote L. 1999. Organizational Learning: Creating, Retaining, and Transferring Knowledge.
Kluwer Academic Publishers: Boston, MA.
Barkema HG, Vermeulen F. 1998. International expansion through start up or acquisition: A
learning perspective. Academy of Management Journal 41(1): 7–26.
Baum JAC, Li SX, Usher JM. 2000. Making the next move: How experiential and vicarious
learning shape the locations of chain acquisitions. Administrative Science Quarterly 14 (3):
766–801.
Bingham CB, Eisenhardt KM. 2011. Rational heuristics: The “simple rules” that strategists learn
from process experience. Strategic Management Journal 32(13): 1437–1464.
Bourgeois LJ, Eisenhardt K. 1988. Strategic decision processes in high velocity environments:
Four cases in the microcomputer industry. Management Science 34(7): 816–835.
Brewer MB. 1988. A dual-process model of impression formation. Advances in Social Cognition
103(1): 124–127.
Burt RS. 1980. Cooptive corporate actor networks: A reconsideration of interlocking directorates
involving American manufacturing. Administrative Science Quarterly 25(4): 557–582.
Cannella AA, Lubatkin M. 1993. Succession as a sociopolitical process: Internal impediments to
outsider selection. Academy of Management Journal 36(4): 763–793.
Cohen MD, Bacdayan P. 1994. Organizational routines are stored as procedural memory:
Evidence from a laboratory study. Organization Science 5(4): 554–568.
Cox TH. 1993. Cultural Diversity in Organizations: Theory, Research and Practice. Barrett–
Koehler: San Francisco, CA.
Cowan N. 1988. Evolving conceptions of memory storage, selective attention, and their mutual
constraints within the human information-processing system. Psychological bulletin 104(2):
163–191.
Cramton CD. 2001. The mutual knowledge problem and its consequences in geographically
dispersed teams. Organization Science 12(3): 346–371.
Davis GF. 1991. Agents without principles? The spread of the poison pill through the
intercorporate network. Administrative Science Quarterly 36(4): 583–613.
Davis GF. 1996. The significance of board interlocks for corporate governance. Corporate
Governance 4: 154–159.
Dean JW, Sharfman MP. 1996. Does decision process matter? A study of strategic decision–
making effectiveness. Academy of Management Journal 39(2): 368–396.
Desender KA, Aguilera RV, Crespi R, GarcÍa-cestona M. 2013. When does ownership matter?
Board characteristics and behavior. Strategic Management Journal 34(7): 823–842.
33
Dess GG, Lumpkin GT, Covin, JG. 1997. Entrepreneurial strategy making and firm performance:
Tests of contingency and configurational models. Strategic Management Journal 18(9): 677–
695.
Diestre L, Rajagopalan N, Dutta S. Forthcoming. Constraints in acquiring and utilizing directors’
experience: An empirical study of new market entry in the pharmaceutical industry. Strategic
Management Journal.
Eisenhardt KM, Sull DN. 2001. Strategy as simple rules. Harvard Business Review 79(1): 106–
119.
Evans JSBT. 1984. Heuristic and analytic processes in reasoning. British Journal of Psychology
75: 451–468.
Evans JSBT. 1989. Biases in Human Reasoning: Causes and Consequences. Lawrence Erlbaum
Associates: London.
Evans JSBT, Over DE. 1996. Rationality and Reasoning. Psychology Press: Hove, U.K.
Feldman MS. Pentland BT. 2001. Reconceptualizing organizational routines as a source of
flexibility and change. Administrative Science Quarterly 48(1): 94–118.
Fich EM, Shivdasani A. 2006. Are busy boards effective monitors? Journal of Finance 61(2):
689–724.
Finkelstein S, Mooney AC. 2003. Not the usual suspects: How to use board process to make
boards better. Academy of Management Executive 17(2): 101–113.
Fiske ST, Neuberg SL. 1990. A continuum of impression formation, from category-based to
individuating processes: Influences of information and motivation on attention and
interpretation. Advances in experimental social psychology 23: 1–74.
Fredrickson JW. 1984. The comprehensiveness of strategic decision processes: Extension,
observations, future directions. Academy of Management Journal 27(3): 445–466.
Gavetti G, Levinthal D. 2004. The strategy field from the perspective of management science:
Divergent strands and possible integration. Management Science 50(10): 1309–1318.
Grullon G, Kanatas G, Weston JP. 2004. Advertising, breadth of ownership, and liquidity.
Review of Financial Studies 17(2): 439–461.
Gulati R. 1995. Social structure and alliance formation patterns: A longitudinal analysis.
Administrative Science Quarterly 40(4): 619–652.
Haleblian J, Finkelstein S. 1993. Top management team size, CEO dominance, and firm
performance: The moderating roles of environmental turbulence and discretion. Academy of
Management Journal 36(4): 844–863.
Haleblian J, Finkelstein S. 1999. The influence of organization acquisition experience on
acquisition performance: A behavioral learning theory perspective. Administrative Science
Quarterly 44(1): 29–56.
Hamel G. 1991. Competition for competence and inter-partner learning within international
strategic alliances. Strategic Management Journal 12(Summer): 83–103.
Hannan MT. Freeman J. 1984. Structural inertia and organizational change. American
Sociological Review 49(2): 149–164.
Haunschild PR. 1993. Interorganizational imitation: The impact of interlocks on corporate
acquisition activity. Administrative Science Quarterly 38(4): 564–592.
34
Haunschild PR, Miner AS. 1997. Modes of interorganizational imitation: The effects of outcome salience
and uncertainty. Administrative Science Quarterly 42(3): 472–500.
Haunschild PR, Sullivan BN. 2002. Learning from complexity: Effects of prior accidents and incidents
on airlines’ learning. Administrative Science Quarterly 47(4): 609–643.
Heckman J. 1979. Sample selection bias as a specification error. Econometrica 47: 153–161.
Henisz WJ, Delios A. 2001. Uncertainty, imitation, and plant location: Japanese multinational
corporations, 1990–1996. Administrative Science Quarterly 46(3): 443–475.
Herman ES. 1981. Corporate Control, Corporate Power. Cambridge University Press: New
York.
Huson MR, Malatesta PH, Parrino R. 2004. Managerial succession and firm performance.
Journal of Financial Economics 74(2): 237–275.
Jackson S, May KE, Whitney K. 1995. “Understanding the dynamics of diversity indecisions
making teams. In R. A. Guzzo and E. Salas (eds.), Team Effectiveness and Decision Making
in Organizations. Jossey–Bass, San Francisco, CA.
Johnson JL, Daily CM, Ellstrand AE. 1996. Boards of directors: A review and research agenda.
Journal of Management 22(3): 409–438.
Kahneman D. 2000. A psychological point of view: Violations of rational rules as a diagnostic of
mental processes. Behavioral and Brain Sciences 23(5): 681–683.
Kahneman D, Frederick S. 2007 Frames and brains: Elicitation and control of response
tendencies. Trends in Cognitive Science 11(2):45–46.
Kahneman D, Tversky A. 1974. Judgment under uncertainty: Heuristics and biases. Science 185:
1124–1131.
Kahneman D, Knetsch JL, Thaler RH. 1991. Anomalies: The endowment effect, loss aversion,
and status quo bias. Journal of Economic Perspectives 5(1): 193–206.
Katz R. 1982. The effects of group longevity on project communication and performance.
Administrative Science Quarterly 27(1): 81–104.
Kraatz MS. 1998. Learning by association? Interorganizational networks and adaptation to
environmental change. Academy of Management Journal 41(6): 621–643.
Kren L. 1992. Budgetary participation and managerial performance: The impact of information
and environmental volatility. Accounting Review 67(3): 511–526.
Kroll M, Walters BA, Wright P. 2008. Board vigilance, director experience, and corporate
outcomes. Strategic Management Journal 29(4): 363–382.
Leblebici H, Salancik GR. 1981. Effects of environmental uncertainty on information and
decision processes in banks. Administrative Science Quarterly 26(4): 578–596.
Levitt B, March JG. 1988. Organizational learning. Annual Review of Sociology 14: 319–340.
Lubatkin MH, Simsek Z, Ling Y, Veiga JF. 2006. Ambidexterity and performance in small-to
medium-sized firms: The pivotal role of top management team behavioral integration.
Journal of management 32(5): 646–672.
Mace ML. 1971. Directors: Myth and Reality. Harvard Business School Press: Boston, MA.
Mace ML. 2008. The president and the board of directors: Generally Accepted Roles Of
Corporate Boards Have little relationship to what they in fact do and do not do in actual
35
practice. In The Value Creating Board: Corporate Governance and Organizational
Behaviour, Huse M (ed). Routledge: New York: 69–89.
March JG. 1991. Exploration and Exploitation in Organizational Learning. Organization Science.
2(1): 71–87.
McDonald ML, Westphal JD, Graebner ME. 2008. What do they know? The effects of outside
director acquisition experience on firm acquisition performance. Strategic Management
Journal 29(11): 1155–1177.
Milliken FJ. 1987. Three types of perceived uncertainty about the environment: State, effect, and
response uncertainty. Academy of Management Review 12(1): 133–143.
Mizruchi MS. 1996. What do interlocks do? An analysis, critique, and assessment of research on
interlocking directorates. Annual Review of Sociology 22: 271–298.
Mizruchi MS, Stearns LB. 1988. A longitudinal study of the formation of interlocking
directorates. Administrative Science Quarterly 33(2): 194–210.
Nadolska A, Barkema HG. Forthcoming. Good learners: How top management teams affect the
success and frequency of acquisitions. Strategic Management Journal.
Nelson RR, Winter SG. 1982. An Evolutionary Theory of Economic Change. The Belknap Press:
Cambridge, MA.
Nyberg AJ, Fulmer IS, Gerhart B, Carpenter MA. 2010. Agency theory revisited: CEO return
and shareholder interest alignment. Academy of Management Journal 53(5): 1029–1049.
Ocasio W. 1994. Boards as normative arenas: Corporate governance and the routines of CEO
selection. MIT Working paper.
Ocasio W. 1999. Institutionalized action and corporate governance: The reliance on rules of
CEO succession. Administrative Science Quarterly 44(2): 384–416.
Parrino R. 1997. CEO turnover and outside succession: A cross-sectional analysis. Journal of
Finance Economics 46(2): 165–197.
Pelled LH, Eisenhardt KM, Xin KR. 1999. Exploring the black box: An analysis of work group
diversity, conflict, and performance. Administrative Science Quarterly 44(1): 1–28.
Penrose ET. 1959. The Theory of the Growth of the Firm. Oxford University Press: New York.
Pfeffer J, Salancik G. 1977. Organization context and the characteristics and tenure of hospital
administrators. Academy of Management Journal 20(1): 74–88.
Powell WW. 1990. Neither market nor hierarchy: Network forms of organization. In Research in
Organizational Behavior 12. Greewich, CT: JAI Press.
Powell WW, Koput KW, Smith-Doerr L. 1996. Interorganizational collaboration and the locus of
innovation: Networks of learning in biotechnology. Administrative Science Quarterly 41(1):
116–145.
Priem RL, Rasheed AMA, Kotulic AG. 1995 Rationality in strategic decision processes,
environment dynamism, and performance. Journal of Management 21(5):913-929.
Rowley T, Behrens D, Krackhardt D. 2000. Redundant governance structures: An analysis of
structural and relational embeddedness in the steel and semiconductor industries. Strategic
Management Journal 21(3): 369–386.
Schwartz–ZM, Weisbach MS. 2013. What do boards really do? Evidence from minutes of board
meetings. Journal of Financial Economics 108(2): 349–366.
36
Shaver JM. 2007. Interpreting Empirical Results in Strategy and Management Research. in
David J. Ketchen, Bergh DD (ed.) 4 (Research Methodology in Strategy and Management,
Volume 4) Emerald Group Publishing Limited.
Shaver JM. Mitchell W. Yeung B. 1997. The effect of own-firm and other-firm experience on
foreign direct investment survival in the United States, 1987–1992. Strategic Management
Journal 18(10): 811–824.
Shiffrin RM, Schneider W. 1977. Controlled and automatic human information processing: II.
Perceptual learning, automatic attending and a general theory. Psychological Review 84(2):
127–190.
Sloman SA. 1996. The empirical case for two systems of reasoning. Psychological Bulletin 119:
3 – 22.
Smith EE, Medin DL. 1981. Categories and Concepts. Harvard University Press: Cambridge,
MA.
Stanovich KE, West RF. 2000. Individual differences in reasoning: Implications for the
rationality debate? Behavioral and Brain Sciences 23: 645–726.
Starbuck WH. 1983. Organizations as action generators. American Sociological Review 48: 91–
102.
Staw BM, Sandelands LE, Dutton JE. 1981. Threat rigidity effects in organizational behavior: A
multilevel analysis. Administrative Science Quarterly 26(4): 501–524.
Stuart TE, Podolny JM. 1997. Positional causes and consequences of strategic alliances in the
semiconductor industry. Working paper. University of Chicago Graduate School of Business.
Szulanski G. 1996. Exploring internal stickiness: Impediments to the transfer of best practice
within the firm. Strategic Management Journal 17 (S2): 27–43.
Taylor LA.s 2010. Why are CEOs rarely fired? Evidence from structural estimation. Journal of
Finance 65(6): 2051–2087.
Tian J, Haleblian J, Rajagopalan N. 2011. The effects of board human and social capital on
investor reactions to new CEO selection. Strategic Management Journal 32 (7): 731–747.
Tsui AS, Egan TD, O’Reilly CA. 1992. Being different: Relational demography and
organizational attachment. Administrative Science Quarterly 37(4): 549–579.
Useem M. 1984. The Inner Circle: Large Corporations and the Rise of Business Political
Activity. Oxford University Press: New York.
Uzzi B. 1996. The sources and consequences of embeddedness for the economic performance of
organizations: The network effect. American Sociological Review 61(4): 674–698.
Vafeas N. 1999. Board meeting frequency and firm performance. Journal of Financial
Economics 53(1): 113–142.
Van Der Vegt GS, Bunderson JS. 2005. Learning and performance in multidisciplinary teams:
The importance of collective team identification. Academy of Management Journal 48(3):
532–547.
Vuori N, Vuori T. Forthcoming. Heuristics in the strategy context—commentary on Bingham
and Eisenhardt (2011). Strategic Management Journal.
Weick KE.1969. The Social Psychology of Organizing. Reading, MA: Addison–Wesley.
37
Westphal JD, Fredrickson JW. 2001. Who directs strategic change? Director experience, the
selection of new CEOs, and change in corporate strategy. Strategic Management Journal
22(12): 1113–1137.
Wyer RS. Carlston DE. 1979. Social cognition, inference and attribution. Lawrence Erlbaum
Associates, Inc., Publishers: Hillsdale, NJ.
Wooldridge JM. 2003. Cluster-sample methods in applied econometrics. American Economic
Review 93: 133–138.
Zajac EJ, Westphal JD. 1996. Who shall succeed? How CEO board preferences and power affect
the choice of new CEOs. academy of Management Journal 39(1): 64–90.
Zhang Y, Rajagopalan N. 2003. Explaining new CEO origin: Firm versus industry antecedents.
Academy of Management Journal 46(3): 327–338.
Zhang Y, Rajagopalan N. 2004. When the known devil is better than an unknown god: An
empirical study of the antecedents and consequences of relay CEO successions. Academy of
Management Journal 47(4): 483–500.
Zhang Y, Rajagopalan N. 2010. Once an outsider, always an outsider? CEO origin, strategic
change, and firm performance. Strategic Management Journal 31(3): 334–346.
38
Table 1. Descriptive Statistics and Correlations (n = 266)
Variables Mean
s.d.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(1) CEO origin similarity 0.59
0.49
1.00 (2) Shared, task-specific experience 0.59
0.25
0.13 * 1.00
(3) Co-working experience diversity 16.82
9.92
0.15 * 0.10
1.00 (4) Members’ external network ties 7.95
6.33
0.11
0.03
0.15 * 1.00
(5) Firm performance volatility 0.03
0.03
-0.03
0.10
-0.14 * -0.12
1.00 (6) Firm performance: ROA 0.02
0.20
0.13 * -0.03
0.17 * 0.10
-0.20 * 1.00
(7) Firm performance: TSR 0.58
13.01
0.01
-0.11
0.12 * 0.03
-0.06
0.04
1.00
(8) Firm size 7.01
1.80
0.15 * -0.17 * 0.21 * 0.53 * -0.18 * 0.21 * -0.02
(9) Board size 8.81
2.20
0.18 * -0.07
0.48 * 0.56 * -0.20 * 0.19 * 0.12
(10) Board independence 0.87
0.07
0.01
-0.06
0.04
0.20 * -0.07
0.02
-0.03
(11) New CEO age 51.22
7.15
0.13 * 0.04
-0.05
0.05
0.00
0.07
0.03
(12) Previous CEO age 57.10
7.44
0.10
-0.03
0.13 * 0.12
-0.07
0.19 * 0.11
(13) New CEO external directorships 0.32
0.72
0.10
0.05
0.05
0.11
-0.01
0.06
-0.01
(14) Previous succession 0.69
0.46
0.24 * 0.07
0.15 * 0.19 * -0.07
0.00
0.02
(15) Previous CEO tenure 4.90
3.40
0.03
-0.62 * 0.13 * 0.03
-0.10
0.21 * 0.16
(16) Previous CEO disposition 0.49
0.50
0.15 * -0.32 * 0.10
0.19 * -0.11
0.18 * 0.18
Variables (8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(8) Firm size 1.00 (9) Board size 0.59 * 1.00
(10) Board independence 0.26 * 0.21 * 1.00 (11) New CEO age 0.08
0.04
0.07
1.00
(12) Previous CEO age 0.17 * 0.18 * 0.12
-0.05
1.00 (13) New CEO external directorships 0.11
-0.02
0.15 * 0.25 * -0.01
1.00
(14) Previous succession 0.24 * 0.23 * -0.05
0.00
0.10
-0.08
1.00 (15) Previous CEO tenure 0.25 * 0.16 * 0.13 * 0.01
0.21 * -0.09
0.01
1.00
(16) Previous CEO disposition 0.26 * 0.22 * 0.02
-0.13 * 0.54 * -0.02
0.18 * 0.45 * 1.00
* p < 0.05
38
Table 2. Logistic Regression Results: Dependent Variable = CEO Selection Type Similaritya,b
(1) (2) (3) (4) (5) (6) (7) (8)
Shared, task-specific experience (H1) 1.660* 4.308*** 1.481* 1.828* 1.549* 1.503† 3.802**
(0.765) (1.301) (0.739) (0.787) (0.788) (0.776) (1.374)
Shared, task-specific experience -0.222** -0.200*
× Co-working experience diversity (H2) (0.084) (0.086)
Shared, task-specific experience -0.209** -0.220*
× Members’ external network ties(H3) (0.077) (0.101)
Shared, task-specific experience -0.047* -0.135***
× Firm performance volatilitya(H4) (0.022) (0.035)
Shared, task-specific experience -8.844† -17.141**
× Firm performance: ROA(H5a&b) (5.353) (5.462)
Shared, task-specific experience -0.093* -0.098*
× Firm performance: TSR(H5a&b) (0.040) (0.046)
Board co-working experience diversity 0.016 0.007 0.025 0.007 0.005 0.012 0.012 0.029
(0.021) (0.022) (0.019) (0.022) (0.022) (0.021) (0.022) (0.021)
Board members’ external network ties -0.018 -0.025 -0.025 -0.018 -0.034 -0.020 -0.029 -0.029
(0.028) (0.030) (0.031) (0.029) (0.030) (0.031) (0.030) (0.035)
Firm performance volatility 2.245 1.285 0.652 0.800 1.509 0.345 1.255 10.108
(4.319) (4.686) (4.905) (5.201) (6.280) (5.493) (4.737) (10.762)
Firm performance (ROA) 1.004 0.771 0.909 0.907 0.725 1.115 0.724 0.903
(0.819) (0.763) (0.776) (0.787) (0.769) (0.888) (0.714) (0.774)
Firm performance (TSR) -0.011 -0.010 -0.009 -0.013 -0.011 -0.011 -0.001 -0.005
(0.011) (0.011) (0.011) (0.011) (0.012) (0.011) (0.012) (0.014)
Firm size 0.079 0.097 0.072 0.081 0.108 0.111 0.108 0.112
(0.125) (0.129) (0.127) (0.130) (0.135) (0.135) (0.127) (0.140)
Board size 0.067 0.092 0.088 0.109 0.087 0.068 0.058 0.043
(0.101) (0.104) (0.109) (0.104) (0.107) (0.105) (0.105) (0.118)
Board independence 0.448 0.084 0.784 0.095 0.377 -0.119 0.597 1.869
(2.418) (2.427) (2.331) (2.471) (2.456) (2.424) (2.426) (2.511)
New CEO age 0.045† 0.043† 0.043† 0.044† 0.047† 0.048† 0.046† 0.056*
(0.023) (0.024) (0.023) (0.024) (0.024) (0.026) (0.024) (0.024)
Previous CEO age 0.008 -0.000 -0.003 0.001 0.001 -0.003 -0.004 -0.004
(0.025) (0.025) (0.026) (0.025) (0.026) (0.025) (0.026) (0.028)
New CEO external directorships 0.331 0.351 0.354 0.389 0.334 0.309 0.343 0.277
(0.340) (0.342) (0.339) (0.347) (0.353) (0.338) (0.352) (0.353)
Previous succession (= 1 if inside) 1.015** 0.968** 1.067** 1.031** 1.015** 1.031** 0.961** 1.350***
(0.319) (0.315) (0.325) (0.323) (0.326) (0.317) (0.318) (0.337)
Previous CEO tenure -0.010 0.058 0.006 0.066 0.068 0.007 0.048 -0.045
(0.066) (0.075) (0.078) (0.078) (0.075) (0.082) (0.075) (0.094)
Previous CEO disposition 0.650† 0.787† 0.957* 0.727† 0.782† 0.905* 0.896* 1.208*
(0.392) (0.408) (0.420) (0.403) (0.431) (0.411) (0.413) (0.477)
Likelihood of Succession 0.295 0.248 0.174 0.382 0.383 0.069 0.354 0.621
(Inverse Mills Ratio) (0.726) (0.712) (0.736) (0.729) (0.714) (0.754) (0.723) (0.838)
Industry Fixed Effect Incl. Incl. Incl. Incl. Incl. Incl. Incl. Incl.
Constant -5.662* -6.300* -8.061** -6.541* -7.008* -5.793† -6.459* -10.070**
(2.850) (2.978) (2.893) (3.107) (3.126) (3.028) (2.978) (3.372)
N 266 266 266 266 266 266 266 266
Pseudo-R2 0.140 0.153 0.174 0.166 0.169 0.165 0.164 0.249
Log Likelihood -154.76 -152.46 -148.73 -150.11 -149.55 -150.25 -150.53 -135.18
LR(χ2)c - 4.61* 7.45** 4.68* 5.08* 4.42* 3.85* 34.54***
aSignificance levels: † p < 0.10, * p < 0.05, ** p < 0.01, *** p < 0.001.
bStandard errors in parentheses. cLikelihood ratio(LR) values test for the increment in the overall model fit after including additional variables. Model 2 is compared with Model 1, and
Models 3–8 are compared with Model 2.
39