Making Sense of Executive Compensation

49 Pages Posted: 8 Dec 2010 Last revised: 16 Jun 2014

See all articles by Simone M. Sepe

Simone M. Sepe

University of Arizona - James E. Rogers College of Law; University of Toulouse 1 - Université Toulouse 1 Capitole; Toulouse School of Economics; European Corporate Governance Institute (ECGI); American College of Governance Counsel

Date Written: June 14, 2014


On July 21, 2010, President Obama signed the Dodd-Frank Act. The Act implements a number of significant regulations regarding executive compensation. This Article argues that Congress has failed to accurately answer three basic questions in the enactment of this legislation: (i) what are the key problems that plague executive compensation, (ii) what is the possible solution, and (iii) what is the role of regulation in implementing the solution?

Addressing these questions, the Article comes to three conclusions.

First, it argues that any comprehensive reform of executive compensation must take into account two moral hazard problems: inducing managers to perform and preventing them from taking either too much or too little risk.

Second, it suggests that analyzing manager employment contracts as relational in nature, as they are in reality, offers crucial insights into how to implement efficient compensation schemes. Because continuation of employment matters to managers, expectation of high fixed payments can promote effort. Under this result, the use of fixed compensation emerges as an efficient means of countering the incentive for excessive risk produced by equity-based compensation. This property of fixed pay allows the firm to implement mixed payment schedules that induce managers to perform while fully internalizing risk externalities.

Third, the Article argues that regulation is necessary for remedying inefficiencies within the organizational structure of the public corporation that hamper adoption of optimal mixed payment schedules. It discusses why the Dodd-Frank Act fails to meet this goal and outlines the measures that should be on the agenda of future compensation reform.

Keywords: Dodd-Frank Act, Executive Compensation, Manager Employment Contracts

Suggested Citation

Sepe, Simone M., Making Sense of Executive Compensation (June 14, 2014). 36 Delaware Journal of Corporate Law 189 (2011), Arizona Legal Studies Discussion Paper No. 10-42, Available at SSRN:

Simone M. Sepe (Contact Author)

University of Arizona - James E. Rogers College of Law ( email )

P.O. Box 210176
Tucson, AZ 85721-0176
United States

University of Toulouse 1 - Université Toulouse 1 Capitole ( email )

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Toulouse, 31042

Toulouse School of Economics ( email )

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European Corporate Governance Institute (ECGI) ( email )

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1000 Brussels

American College of Governance Counsel ( email )

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New York, NY 10018
United States

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