SEC Compensation-related Comment Letters and Excess CEO Compensation

We examine the impact of compensation-related comment letters (hereafter CCLs) issued by the U.S. Securities and Exchange Commission (the SEC) on excess chief executive officers’ (CEO) compensation. We find that changes in compensation in the two-year window surrounding the release of CCLs are negatively associated with the number of disclosure defects identified in CCLs, and that this association is driven by defects that relate directly to pay or the method by which it was determined, rather than broader governance- or readability-related defects. Cross-sectional analyses suggest that the negative impact of a CCL on excess CEO compensation is concentrated in firms with overpaid CEOs and less powerful CEOs. We further show that total disclosure defects, pay-related defects and governance-related defects are positively associated with the likelihood that the subject firm experiences low shareholder support in subsequent ‘say-on-pay’ votes, suggesting that enhanced visibility of excess pay and resulting shareholder activism may be one channel through which pressure is brought to bear on firms to reduce excess compensation.