Clawback Provisions in Executive Compensation Contracts

Abstract

Clawbacks are contractual provisions in executive compensation contracts that allow for an ex post recoupment of variable pay if certain triggering conditions are met. As a result of regulatory responses to financial crises and corporate scandals as well as of growing shareholder pressure to implement effective measures against executive misbehaviour, the prevalence of such clauses has risen considerably in the recent past, beginning in the US after the 2000 financial crisis. As clawbacks have become a buzzword in the European debate about ensuring good corporate governance also beyond the financial sector, it is time to critically discuss the hopes that have been associated with various types of such provisions.

Keywords: corporate governance, clawback, executive compensation, bonuses, stock options, managerial power, Sarbanes Oxley, Dodd Frank

JEL Classification: G32, G34, G38, J33, J44, K12, K22, M12, M52