Venture Capitalist Directors and Managerial Incentives

Abstract

We examine the effect of board members with venture capital experience (i.e., VC directors) on executive incentives at non-VC-backed public firms. VC directors serving on the compensation committee are associated with greater CEO risk-taking incentives (i.e., vega) and pay-for-performance sensitivity (i.e., delta). These effects are more substantial if VC directors are from highly reputable VC firms. Using Regulation S-K requirements to disclose attributes of nominated directors as an instrument, we show that these results are causal. In addition, VC directors are more focused on growth performance goals in CEO compensation contracts. We also document that prior finding of greater research intensity and innovation when VC directors serve on boards of public firms is partly explained by increased risk-taking incentives of the CEO instilled by such directors. Lastly, we find that having VC directors on nominating and/or governance committees is associated with a higher likelihood of forced CEO turnover.

Keywords: Venture Capital, Executive Compensation, Board of Directors, Performance Goals, Compensation Goals

JEL Classification: G24, G34, J33