We examine the relationship between a company’s governance
structure and the early adoption of management compensation
clawbacks. We construct an index of whether governance tends
toward relative management entrenchment versus monitoring
and find that ostensible management entrenchment makes a clawback
provision less likely. Furthermore, we examine whether social
networks by the compensation committee with other adopters
(interlocks) affects the likelihood of adoption, potentially by providing
information from other decision-makers evaluating adoption.
We find that interlocks by directors on the compensation
committee with other companies with clawbacks increase the
probability of a clawback. In addition, not all clawbacks are the
same. We find that companies with clawbacks that are patterned
after SOX are most common and are associated with monitoringoriented
governance and interlocks. Dodd Frank did not yet exist,
but we find that clawback policies that would be compliant with
Dodd Frank or are otherwise innovative are not associated with
our measure of governance.