Publications

June 2009
Case

Executive Remuneration at Royal Dutch Shell (A)

By: Jay W. Lorsch and Kaitlyn Simpson

The remuneration committee at Shell decided to exercise their discretionary power to award five top executives a bonus for 2008, even though they had not met the necessary performance measures under the compensation plan. Proxy advisors RiskMetrics and the British... View Details

Keywords: Corporate Governance; Governance Controls; Executive Compensation; Performance Evaluation; Business and Shareholder Relations; Energy Industry

February 1998
Case

Lyondell Petrochemical Company

By: Jay W. Lorsch and Daniel P. Erikson

In August 1994, Lyondell Petrochemical Co.'s corporate parent and largest single shareholder effectively shed its stock, resulting in the resignation of 5 of its 11 directors. The remaining outside directors immediately acted to overhaul the executive compensation plan... View Details

Keywords: Corporate Governance; Governing and Advisory Boards; Executive Compensation; Design; Business or Company Management; Management Teams; Mining Industry

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October 2001 (Revised November 2005)
Case

eBay, Inc.: Stock Option Plans (A)

The footnote disclosure for eBay, Inc. in 2000 indicates that if the company had accounted for employee stock options under the fair value method, its reported profit of $48 million would have been a loss of $91 million. The protagonist is a prospective member of the... View Details

Keywords: Corporate Disclosure; Stock Options; Financial Reporting

13 Sep 2006
Op-Ed

Rising CEO Pay: What Directors Should Do

Criticisms of CEO pay have two related themes: It is too high, and it not closely related to company performance. These problems persist for complex reasons even as directors worry about them. The most significant reason is that board View Details

Keywords: by Jay W. Lorsch

October 2005 (Revised February 2008)
Case

Sales Force Integration at FedEx (A)

By: David B. Godes

Federal Express' (FedEx) recent acquisition of RPS--a ground delivery firm--gave the firm the potential to offer a single source for a client's delivery needs. However, to deliver on this potential, the firm needed to deliver the integrated solution through a single... View Details

Keywords: Horizontal Integration; Salesforce Management; Transportation; Compensation and Benefits; Transportation Industry

18 Nov 2015
Research & Ideas

Who Really Determines CEO Salary Packages?

firms had at least one board member in common, their compensation packages were decidedly more similar than in two firms with no board interlock. The similarities were especially apparent when the interlocked board members sat on the... View Details

Keywords: by Carmen Nobel; Consulting

October 2012 (Revised February 2013)
Case

Jim Johnson's Re-election to the Goldman Sachs Board

By: Suraj Srinivasan and Kelly Baker

The case presents the opposition by a leading institutional investor in Goldman Sachs to the re-election of Jim Johnson to the board of directors of the company. The investor, Sequoia Fund, opposes the re-election citing Jim Johnson's prior track record as the CEO of... View Details

Keywords: Board Of Directors; Corporate Governance; Director Elections; Goldman Sachs; Reputation; Institutional Investing; Governing and Advisory Boards; Corporate Accountability; Banking Industry; New York (city, NY)

09 Nov 2011
Working Paper Summaries

CEO Bonus Plans: And How to Fix Them

Keywords: by Kevin J. Murphy & Michael C. Jensen

November 2003 (Revised August 2005)
Case

First Commonwealth Financial Corporation

By: Robert S. Kaplan

First Commonwealth Financial Corp., a financial institution in central and southwestern Pennsylvania, implemented the Balanced Scorecard for describing and implementing its new customer-focused strategy. Its founder and chairman decided that the Balanced Scorecard also... View Details

Keywords: Balanced Scorecard; Corporate Strategy; Customers; Corporate Governance; Governing and Advisory Boards; Customer Relationship Management; Executive Compensation; Financial Services Industry; Banking Industry; Pennsylvania

2012
Working Paper

Earnings Management from the Bottom Up: An Analysis of Managerial Incentives Below the CEO

By: Felix Oberholzer-Gee and Julie Wulf

Performance-based pay is an important instrument to align the interests of managers with the interests of shareholders. However, recent evidence suggests that high-powered incentives also provide managers with incentives to manipulate the firm's reported earnings. The... View Details

Keywords: Compensation and Benefits; Interests; Business and Shareholder Relations; Motivation and Incentives; Earnings Management; Performance Evaluation; Stock Options

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07 Feb 2012
Working Paper Summaries

Earnings Management from the Bottom Up: An Analysis of Managerial Incentives Below the CEO

Keywords: by Felix Oberholzer-Gee & Julie Wulf

2019
Working Paper

Bank Boards: What Has Changed Since the Financial Crisis?

By: Shiva Rajgopal, Suraj Srinivasan and Forester Wong

Several government-mandated committees investigating the financial crisis highlighted four key deficiencies in the composition of bank boards before the crisis: (i) group think among bank board members; (ii) absence of prior banking experience of board members; (iii)... View Details

Keywords: Banks and Banking; Governing and Advisory Boards; Corporate Governance; Financial Crisis; Change; Diversity

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01 Sep 2015
First Look

First Look -- September 1, 2015

funding, lobbying, committee participation, and other instruments to influence local, national, and international political environments. Also firms that are heavily influenced by politics are more likely to craft Integrated Political... View Details

Keywords: Sean Silverthorne

Teaching Interest

Overview

By: Lynn S. Paine

Ms. Paine currently teaches Boards of Directors and Corporate Governance in the second-year MBA program. She also co-chairs the HBS flagship programs for corporate directors Making Corporate Boards More Effective, Advanced Corporate Director Seminar, as well as its... View Details

November 2004 (Revised March 2007)
Case

10 Uncommon Values®: Optimizing the Stock-Selection Process

By: Paul M. Healy and Boris Groysberg

In 2003, Steve Hash, research director at Lehman Brothers, prepared to initiate the firm's "Ten Uncommon Values" stock-picking process for the year. An investment committee had to pick the 10 best stocks from about 100 stock ideas presented by the firm's analysts. The... View Details

Keywords: Stocks; Investment; Financial Strategy; Decision Making; Groups and Teams; Financial Services Industry; United States

25 Oct 2006
Op-Ed

Fixing Executive Options: The Veil of Ignorance

committees would provide senior management with the value of their incentive compensation and examples of combinations of prices and vesting periods that correspond to the value of their contracts. But, the... View Details

Keywords: by Mihir Desai & Joshua Margolis

June 2009
Supplement

Executive Remuneration at Royal Dutch Shell (B)

By: Jay W. Lorsch and Kaitlyn Simpson

At the 2009 Shell annual meeting, the majority of shareholders vote against the exclusive pay package. The B case compares the remuneration committee perspective (and their rationale for using discretion to award the bonuses) as well as the shareholder perspective (and... View Details

Keywords: Voting; Corporate Governance; Governance Controls; Executive Compensation; Business and Shareholder Relations; Perspective; Energy Industry

January 2009
Supplement

KPMG (B): Risk and Reform

By: Robert G. Eccles and Eliot Sherman

Under the leadership of Tim Flynn, Chairman and CEO of KPMG, the firm made a number of changes in compensation, governance, and culture in order to address the underlying reasons for actions that occurred prior to him becoming CEO that led to the accounting giant... View Details

Keywords: Communication Strategy; Ethics; Corporate Governance; Governance Compliance; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Compensation and Benefits; Employee Relationship Management; Organizational Change and Adaptation

October 2008
Article

Evaluating the CEO

By: Stephen P. Kaufman

This article includes a one-page preview that quickly summarizes the key ideas and provides an overview of how the concepts work in practice along with suggestions for further reading. After Kaufman became a CEO, he was struck by how perfunctory the board was in its... View Details

Keywords: Decision Choices and Conditions; Governing and Advisory Boards; Leadership; Managerial Roles; Performance Evaluation; Motivation and Incentives