Abstract
I examine how CEO compensation is related to firms’ capital structures. My tests address the
simultaneity of these decisions and distinguish between debt types with different theoretical
implications for managerial incentives. Pay–performance sensitivity decreases in straight-debt
leverage, but is higher in firms with convertible debt. Furthermore, stock option policy is the
component of CEO pay that is most sensitive to differences in capital structure. The results strongly
support the hypothesis that firms trade-off shareholder-manager incentive alignment in order to
mitigate shareholder-bondholder conflicts of interest. The hypothesis that debt reduces manager-
shareholder conflicts can explain some but not all of the results.
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2006 Elsevier B.V. All rights reserved