8/11/2019 EckboThorburnWang_29May2012 http://slidepdf.com/reader/full/eckbothorburnwang29may2012 1/54 How costly is corporate bankruptcy for top executives? ∗ B. Espen Eckbo Tuck School of Business at Dartmouth Karin S. Thorburn Norwegian School of Economics, CEPR and ECGI Wei Wang Queen’s School of Business This version, May 2012 Abstract We estimate personal bankruptcy costs of top executives of large U.S. corporations filing for Chapter 11. The cost estimate incorporate, for the first time, the executives’ post-bankruptcy employment income. Surprisingly, as many as half of the executives retain their position with the restructured firm or receive full-time executive employment in another firm, and for this group, the median income-loss until retirement is close to zero. In contrast, executives who are forced to leave—often at the request of secured creditors providing debtor-in-possession financing— experience a median income-loss until retirement with a present value equal to five times the pre-departure income. We also show that the probability of forced turnover increases with expected bankruptcy cost. This suggests that some low-quality executives “hang on” to prolong earning supra-competitive labor income—until creditors object—while high-quality executives leave voluntarily to minimize bankruptcy costs. Finally, we show that bankruptcy filing results in substantial equity losses, and that restructured firms restore incentives through large executive option and stock grants. Key words: CEO personal bankruptcy costs, post-bankruptcy employment, creditor control rights JEL classification: G33, G34 ∗ The paper has benefited from comments by Naveen Daniel, Fangjian Fu, Wei Jiang, Micah Officer, Lynnette Purda, Armin Schwienbacher, Gloria Tian, and David Yermack, as well as participants at the finance seminars at Queens University, Singapore Management University, University of Hong Kong, University of New South Wales, University of Warwick, York University, and at the ECCCS workshop and the Drexel Corporate Governance Confer- ence. We also thank Xiaoya Ding, Sam Guo, Sammy Singh, Lauren Willoughby, Milton Fung, and Hank Yang for research assistance. We are grateful for partial financial support for this project from Tuck’s Lindenauer Center for Corporate Governance, from SNF project #1331 (”Krise, omstilling og vekst”), and from Queen’s School of Business Research Program. Emails: [email protected]; [email protected]; [email protected].
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How costly is corporate bankruptcy for top executives?∗
B. Espen Eckbo
Tuck School of Business at Dartmouth
Karin S. Thorburn
Norwegian School of Economics, CEPR and ECGI
Wei Wang
Queen’s School of Business
This version, May 2012
Abstract
We estimate personal bankruptcy costs of top executives of large U.S. corporations filing forChapter 11. The cost estimate incorporate, for the first time, the executives’ post-bankruptcyemployment income. Surprisingly, as many as half of the executives retain their position with therestructured firm or receive full-time executive employment in another firm, and for this group,the median income-loss until retirement is close to zero. In contrast, executives who are forced
to leave—often at the request of secured creditors providing debtor-in-possession financing—experience a median income-loss until retirement with a present value equal to five times thepre-departure income. We also show that the probability of forced turnover increases withexpected bankruptcy cost. This suggests that some low-quality executives “hang on” to prolongearning supra-competitive labor income—until creditors object—while high-quality executivesleave voluntarily to minimize bankruptcy costs. Finally, we show that bankruptcy filing resultsin substantial equity losses, and that restructured firms restore incentives through large executiveoption and stock grants.
Key words: CEO personal bankruptcy costs, post-bankruptcy employment, creditor control rights
JEL classification: G33, G34
∗The paper has benefited from comments by Naveen Daniel, Fangjian Fu, Wei Jiang, Micah Officer, LynnettePurda, Armin Schwienbacher, Gloria Tian, and David Yermack, as well as participants at the finance seminars atQueens University, Singapore Management University, University of Hong Kong, University of New South Wales,University of Warwick, York University, and at the ECCCS workshop and the Drexel Corporate Governance Confer-ence. We also thank Xiaoya Ding, Sam Guo, Sammy Singh, Lauren Willoughby, Milton Fung, and Hank Yang forresearch assistance. We are grateful for partial financial support for this project from Tuck’s Lindenauer Center forCorporate Governance, from SNF project #1331 (”Krise, omstilling og vekst”), and from Queen’s School of BusinessResearch Program. Emails: [email protected]; [email protected]; [email protected].
employment income changes following bankruptcies in Sweden.
Our sample consists of 342 large public U.S. companies that filed for Chapter 11 between 1996
and 2007, and where the case was resolved before 2011. We track CEO turnover from two years prior
to filing until three years after the restructured firm emerges from Chapter 11 (or until liquidation
or acquisition)—a total of 2,234 firm-year observations and 481 CEO turnover incidents in the
period 1993-2010. To our knowledge, this sample is the largest in the bankruptcy turnover and
compensation literature and large also by the standards of the broader turnover literature.
We are particularly interested in the incumbent CEOs, i.e., CEOs in place at the beginning
of the sample period (at the end of year -3 relative to the year of bankruptcy filing). More than
any other executive, these CEOs are responsible for the bankruptcy event, and so may have the
greatest difficulty in finding high-value new employment. Interestingly, we find that about half of
the incumbent CEOs either stay on as CEO/Chairman of the restructured firm or leave voluntarily
to full-time employment as CEO or non-CEO executives positions elsewhere. For this group of
incumbents, the median estimated income-loss until retirement is close to zero.
In contrast, executives who are forced to leave rarely reappear as executives, and their median
estimated income-loss until retirement has a present value equal to five times the pre-departure
median income (a present value loss of about $5 million in constant 2009 dollars). These estimates
account for severance pay (median value of $1.6 million) but do not include loss of the value of
share holdings in the bankrupt firms (a median loss of $2 million over the year prior to filing) .1
We investigate the role of creditor control rights in affecting the cross-sectional variation in
these personal bankruptcy costs estimates. Much has been written about the increased efficiency
of Chapter 11 proceedings over the past two decades—largely a reflection of the emergence of
market-driven creditor control strategies during the bankruptcy and restructuring process (Ayotte
and Morrison, 2009; Jiang, Li, and Wang, 2012). Examples include “loan-to-own” (acquisition)
strategies, “prepackaged” filings with a merger agreement in place (Tashian, Lease, and McConnell,
1996), “debtor-in-possession” (DIP) financing (Dahiya, John, Puri, and Ramirez, 2003), and rapid
sale of the firm inside Chapter 11 (Hotchkiss and Mooradian, 1998; Baird and Rasmussen, 2002).2
1The median CEO share holding at the end of year -3 relative to the year of filing is $12 million. As we showthat incumbent CEOs typically do not reduce their share holding when they approach bankruptcy, much of this $12million is lost for CEOs remaining in place at filing.
2Creditor activism was not always accepted by the courts. In the bankruptcy of Sunbeam Oster in the early1990s, Japonica Partners, led by Paul Kazarian, purchased debt claims to influence the bankruptcy outcome—much
It is perfectly natural to expect creditors to take an active interest in which CEO to replace—
and with whom. This interest is driven not only by the objective of retaining or hiring high-quality
CEOs, but also to regulate CEO implementation of risk-shifting strategies (Jensen and Meckling,
1976; Eckbo and Thorburn, 2003). Yet another concern may be to maintain good, ongoing supplier
relationship developed by the firm’s existing executives.
A few examples of such creditor activism may be useful: Frank Lorenzo, CEO of Eastern
Airlines, was forced out by unsecured creditors in 1990 after a year of operating losses during
Chapter 11 bankruptcy. Lorenzo never returned as an airline executive (Weiss and Wruck, 1998).
In contrast, after Hancock Fabrics Inc. filed for Chapter 11 in 2007, the company’s suppliers formed
an unsecured creditor committee and made sure the pre-filing CEO Jane Aggers stayed on both
through bankruptcy and thereafter. A third scenario is Recotron’s 2003 filing, where senior creditors
replaced the old CEO, appointed Jerry Kalov from the outside, and provided DIP financing with
a covenant stating that removal of Kalov would be considered a default event on the DIP facility.
Overall, CEO turnover in bankruptcy is high: of the incumbent CEOs employed by the firm
two years prior to filing, only 20% remain two years after bankruptcy filing. The annual average
turnover rate in our large sample is 24%, which is similar to that reported elsewhere for firms in
financial distress and bankruptcy (Ayotte and Morrison, 2009; Evans, Nagarajan, and Schloetzer,
2010; Jiang, Li, and Wang, 2012), and it is significantly higher than for solvent firms (Huson,
Malatesta, and Parrino, 2004; Perez-Gonzales, 2006; Kang and Mitnik, 2010; Jenter and Kanaan,
2010).
We define creditor control rights using the firm’s pre-filing debt structure (proportion of bonds
and trade credits), whether the firms files a prepackaged bankruptcy petition, and whether pre-
petition lenders offer DIP financing. As illustrated by the Recoton’s 2003 filing, DIP financing is
particularly effective as it allows the creditor to add control rights directly in the DIP contact. Our
data confirms that the presence of DIP financing significantly increases the probability of forced
CEO turnover. The cross-sectional analysis also shows that forced CEO turnover is less likely when
a large fraction of the firm’s liabilities are trade credits and when institutional owners hold more
than one-quarter of the firm’s equity.
as is commonplace today. However, the court reacted to this investment by refusing to let Kazarian vote his debtclaims under the theory that he effectively was a “shareholder in waiting”. See also Hotchkiss, John, Mooradian, andThorburn (2008) for a review of evidence on creditor involvement in the bankruptcy process.
We also collect data on top executive personal characteristics, including name, chairmanship,
age, tenure, stock ownership, and annual compensation. This information is obtained from the
ExecuComp database or collected manually from SEC filings (proxy statements and 10-K forms)
through Edgar.3 We require complete information on CEO characteristics and compensation to
be available in the last fiscal year before Chapter 11 filing. This restriction eliminates another 137
firms, leaving a final sample of 342 bankrupt firms. We follow each sample firm starting three fiscal
years prior to filing and, unless the firm is liquidated or acquired, ending three fiscal years after
the bankruptcy case is resolved. The 342 firms, with a total of 2,234 firm-year observations, is to
our knowledge the largest and most comprehensive sample currently available in the bankruptcy
turnover and compensation literature.
Table 1 shows the distribution of the Chapter 11 filings in our sample over time. Roughly half
of the firms file for bankruptcy in the 2000-2002 period, with the lowest number of filings occurring
at the beginning and at the end of the sample period. The table also shows the size of the sample
firms in the last fiscal year prior to filing. The average firm has sales and assets of $2.9 billion
and $3.3 billion, with a median of $0.7 and $0.8 billion, respectively. The bankruptcy proceedings
last on average 17 months (median 13 months). Almost one third of the filings are prepackaged
(”prepacks”). In a prepack, the firm negotiates a reorganization plan with its creditors prior to
filing. As a result, prepackaged bankruptcies are resolved quicker, with an average duration of 6
months (median 5 months).
Overall, the bankrupt firms emerge as an independent company in two-thirds of the cases, and
are liquidated and acquired in 26% and 10% of the cases, respectively. There are no discernible
trends in duration or outcome over the sample period. While not shown in the table, the sample
firms are distributed across a large number of two-digit SIC industries. The four industries with the
highest representation are communications, business services, primary metals, and health services.
3ExecuComp covers S&P large cap 500, midcap 600 and small cap 400 firms. When the stock price declines asthe firm approaches bankruptcy, many of the sample firms drop out of the S&P1500 index and ExecuComp stops
its coverage. Moreover, most firms delist when they file for bankruptcy, in which case they are also dropped fromExecuComp. Nevertheless, many firms continue to file with the SEC after bankruptcy filing even if they have delisted.
CEO turnover is primarily identified from ExecuComp, proxy statements, and 10-Ks. For compa-
nies that stop filing with the SEC after entering bankruptcy, we resort to bankruptcydata.com and
Factiva news searches to identify whether there is CEO turnover throughout the reorganization
process.
Panel A of Table 2 shows CEO turnover by year relative to bankruptcy filing. The year of
bankruptcy filing is denoted 0. There are 111 bankruptcy cases resolved in year 0, 136 cases in year
1, and 65 cases in year 2. The remaining 30 cases are resolved between year 3 and year 9. The 144
firm-year observations in years 4 through 9 are combined in the table on a single row labeled 4+.
There are a total of 535 incidents of CEO turnover, corresponding to 24% of all firm-years in the
sample. The CEO turnover rate is highest around the time the firm is restructuring in bankruptcy
(years 0-2), where almost one third of the CEOs are replaced in a given year.
We define an incumbent CEO as the CEO is place at the end of year -3. There is a total of
338 incumbent CEOs. As shown in column 5, 44% of the incumbent CEOs are still in place at
the end of the year of filing (year 0). Only 20% of the incumbent CEOs remain two years later,
when most bankruptcy cases are resolved. The turnover rate in our sample is in line with those
documented in previous studies of bankrupt firms. For example, Gilson (1989) finds that 29% of
incumbent CEOs remain two years after bankruptcy filing.4 Similarly, Betker (1995) reports that
25% of CEOs in office two years prior to the first debt default are still in place when the firm
emerges from bankruptcy.
The information on the departing CEO is incomplete in 54 cases where a new CEO is hired
in the first year that the firm enters our sample.5 This leaves a final sample of 481 cases of CEO
turnover for which we have information on the departing CEO. 6 The average CEO is 55 years old
when leaving the firm and has served as CEO for a period of almost six years. CEOs departing
in the year of bankruptcy filing are slightly younger (mean 54 years) and have somewhat shorter
4In Gilson (1989), an incumbent manager is in place at the end of year -2.5This is the case for 50 firms with CEO turnover in year -3 and 4 firms that enter the sample through an initial
public offering (IPO) in year -2.6This sample is large by the standards of the U.S. bankruptcy literature. For example, the sample size is 77 in
Gilson and Vetsuypens (1993), 75 in Betker (1995), 197 in Hotchkiss (1995), 128 in Khanna and Poulsen (1995), and197 in Kang and Mitnik (2010). Jiang, Li, and Wang (2012) study a sample silimar to ours. However, they do nottrace CEO turnover before or after bankruptcy, where a large proportion of the CEO turnover takes place in ourdata.
of forced CEO turnover reported in earlier studies of non-distressed firms. The primary reason is
sample selection: we are the first to systematically document forced executive turnover for bankrupt
firms.8 Evidence on forced turnover in non-distressed firms is found in, e.g., Parrino (1997), who
reports that 13% of departures are forced, Huson, Parrino, and Starks (2001), documenting 16%
forced turnover, and Jenter and Kanaan (2010), where 24% of all turnover is classified as forced.9
Corporate bankruptcy is associated with dramatic changes in the allocation of corporate control
rights. It appears that these governance changes lead to a higher rate of forced CEO turnover than
what is typically observed for non-distressed firms.
As shown in Panel A of Table 2, the fraction of forced turnover is highest (62%) as the firm
emerges from bankruptcy (year 2) and lowest (31%) in year -2, well before the firm files for
bankruptcy. Panel B reports the distribution of forced departures across different reasons for
turnover. As expected, all departures due to board and stakeholder pressure are considered forced,
as are all performance related departures. On the other hand, all departures attributed to re-
tirement or normal succession, death or illness, or other reasons are classified as voluntary. More
interesting, two-thirds of the CEO departures caused by liquidation or acquisition of the bankrupt
firm are considered forced. Of the CEOs leaving for personal reasons and to pursue other interests,
almost half are classified as forced turnover. Moreover, more than half of the CEOs leaving with-
out any reason given fail to find new employment within one year, and are thus classified as forced
turnover as well. While not reported in the table, CEOs that are forced to leave tend to be younger
(mean 53 vs. 57 years) and have longer tenure (mean 6 vs. 5 years) than CEOs leaving voluntarily.
We will return to these differences in the cross-sectional regressions of forced and voluntary below.
Finally, the last two columns of Panel B show the turnover for the 338 incumbent CEOs dis-
tributed across different reasons for departure. In total, 290 incumbent CEOs leave during the
sample period, representing 60% of all departures in the sample. That is, the remaining 191 depar-
tures are made by ”new” CEOs hired between year -2 and until the firm drops out of the sample
(i.e. liquidation/acquisition or three years after the firm emerges from bankruptcy). Incumbent
8The exception is Gilson (1989). However, he classifies a wide set of reasons that the literature considers normalsuccession as “forced”, such as leaving for personal reasons, no reasons given and the CEO is over 60 years old. Asa result, he reports that 83% of the CEO turnover for distressed firms is forced.
9Lehn and Zhao (2006) study post-takeover CEO turnover and report that 47% of acquirer CEOs are forcedto leave within five years of the acquisition. However, they classify all CEO turnover as forced and the 47% is acumulative number not directly comparable to the fraction forced turnover reported for our sample.
and month, if available, for any new employment. Conditional on finding new employment, it takes
on average one year before a departed CEO joins a new firm.
Table 4 shows the frequency distribution and average CEO characteristics of the 481 departed
CEOs across different categories of subsequent employment (Panel A), and the frequency distribu-
tion by relatively year of departure (Panel B), and voluntary vs. forced turnover (Panel C).
• One-third of the CEOs (158 or and 33%) find no new employment. This includes 33 executives
that retire, 3 that die, 11 who ends up in prison or is under investigation, one that pursues an
academic degree, 21 that find no new job within three years of departure, and 88 who cannot
be found in any of the sources mentioned above.
• Seven percent (35) of former CEOs stay as Chairman of the board of the sample firm. These
CEOs have relatively long tenure (on average 6.9 years), tend to leave prior to bankruptcy
filing, and a vast majority (91%) step down voluntarily.
• Another 47 CEOs (10%) retain an honorary position at the firm, such as Chairman emeritus,
vice-Chairman, or consultant. Similar to the prior group, these managers tend to depart
relatively early in the restructuring process, and three-quarters leave the CEO position vol-
untarily.
•
71 top executives (15%) become CEO of a private firm. The average time to new employmentis 1.4 years. A large fraction of these managers leave while the firm is restructuring in
bankruptcy, and almost two-thirds are forced to leave.
• Another 29 executives (6%) become CEO at a public firm. Again, most of these managers
leave during bankruptcy restructuring. Roughly half of the CEOs in this group leave volun-
tarily.
• Twenty percent of the managers become a non-CEO executive or director at a public (52
cases) or private (44 cases) firm. Executives that find new employment with another firm as
CEO or non-CEO executive are relatively young (on average 53-54 years).
• The remaining CEOs become self-employed (26 cases or 5%) or consultants or politicians (19
cases or 4%).11 Executives that become self-employed have similar characteristics as the ones
staying on as Chairman: they tend to depart during bankruptcy reorganization, have long
tenure (on average 8.1 years) and two-thirds are forced to leave the firm.
Panel D of Table 4 shows the frequency of subsequent employment type split by whether the
departing CEO is incumbent (in place at the end of year -3) or new (hired in year -2 or later).
Recall that 60% of all departing CEOs are incumbent. The incumbent CEOs are slightly over-
represented among executives who stay as Chairman (71%), retain an honorary position with the
firm (77%), and become self-employed (69%). On the other hand, incumbent CEOs tend to be
slightly underrepresented among executives who become CEO (52%) or non-CEO executive (52%)
at another publicly traded firm, or consultant or politician (37%). Overall, the distribution across
different types of subsequent employment is surprisingly evenly distributed across incumbent and
new CEOs.
We collect information on the total assets, sales, number of employees, and industry for the 196
firms that employ the departed CEOs. For public firms, this information is from Compustat. For
private firms, we search Capital IQ, Factiva, Wikipedia and LinkedIn, and we do Google searches.
This information is used below to identify matching firms when we estimate CEO post-employment
compensation. Panel E of Table 4 shows the industry and sales of these 196 firms as well as for the
corresponding sample firms. Almost one-third (30%) of the departed executives join a firm in the
same two-digit industry as the sample firm. For executives joining a public firm, whether as CEO
or not, the sales of the new and old firm are of similar magnitude. Private firms hiring departed
managers, however, are significantly smaller than the sample firms (median sales of $115-$270
million vs. $851-$862 million for the bankrupt firms).
Overall, a large fraction of executives find new employment after leaving the distressed firm
and one out of six departed CEOs join another public firm. This is in stark contrast to Gilson
(1989), who reports that none of the departed executives find a new position at a publicly traded
firm within a three-year period. In our sample, as much as 41% of the former managers find new
employment as CEO or non-CEO top executive at another firm (public or private). Another 7%
of the former CEOs remain with the distressed firm as Chairman of the board, and 9% become
11The latter category excludes former CEOs who are awarded consulting contracts at their old firms. We viewsuch consulting contracts as a type of severance payment.
consultant, politician or self-employed. Moreover, 10% get an honorary position, such as Chairman
emeritus or consultant. Only one-third of the CEOs who leave find no new employment, many of
which chose to retire. In all, this suggests that the personal costs from bankruptcy in the form of
job loss vary substantially in the cross-section and may not be as large as previously thought.
3 CEO income loss
We now turn to the CEO’s personal costs of bankruptcy in terms of the loss of income after leaving
the distressed firm. We first present data on actual severance pay, i.e. a lump-sum paid to the CEO
upon departure. We then estimate the CEO’s income at the new position, if any, and summarize
CEO bankruptcy costs as the present value of the change in total compensation. This measure
includes all relevant compensation items associated with the old and new employment, and adjusts
for severance pay and the time to new employment.
3.1 CEO severance pay statistics
CEO employment contracts typically specify a minimum separation pay if the CEO is dismissed for
“good reasons”, including departures due to incompetence or poor performance. Severance is nor-
mally not paid, however, if the CEO is asked to leave “for cause”, referring to willful misconduct or
breach of fiduciary duties (Schwab and Thomas, 2004). Similarly, a CEO leaving voluntarily beforeexpiration of the contract period without a good reason is typically not entitled to any separation
pay. Nevertheless, boards may—and frequently do—award severance pay at their discretion, often
called “golden handshakes”. Separation agreements, which are negotiated and signed right before
the CEO leaves the company, typically include non-compete and non-solicitation provisions for a
period of one to two years. CEOs sometimes negotiate to retain employee status, for example by
serving as honorary Chairman, which can be viewed as a form of severance.
While our study is the first to document severance payments around Chapter 11 filings, Fee andHadlock (2004), Yermack (2006) and Goldman and Huang (2011) provide evidence on separation
pay outside of financial distress. These papers show that dismissed CEOs are much more likely to
receive severance than CEOs who resign voluntarily. Goldman and Huang (2011) also find that
boards exercise substantial discretion over severance pay in order to facilitate a smooth transition
employed, or retain an honorary position, 38% receive severance. Their total average payment is
slightly higher ($4.2 million) and most (83%) of it is discretional. None of the 35 CEOs staying on
as Chairman of the old firm receive any severance pay.
3.2 CEO income loss statistics
If the CEO’s personal reputation is tainted by the firm’s failure, it should be reflected in a lower
CEO compensation after leaving the distressed firm. To examine this, we collect information on the
CEO’s total pay at the sample firm and compare it to an estimate her income following turnover.
The information on the compensation paid by the sample firms is from ExecuComp, and 10-Ks
and proxy statements through Edgar. We record data for a range of compensation items, including
salary, bonus, long-term incentive plans (LTIP), value of restricted stock awards, number of options
granted, exercise price, grant date, maturity date, and value of grant.13 We define cash pay as the
sum of salary, bonus, and LTIP.14 Grants are defined as the total value of all restricted stock and
options granted in that year. To estimate the value of stock awards, we multiply the number of
shares granted with the year-end closing price of the common stock. Option value is calculated
using the Black-Scholes model.15 Total pay is the sum of cash pay and grants. All compensation
numbers are denoted in constant 2009 dollars.
To illustrate the CEO compensation paid by firms filing for bankruptcy, Figure 1 plots the
yearly median CEO total compensation for the sample firms and for a sample of non-distressed
matching firms. Note that this figure shows the compensation from the firm’s perspective, also if
the CEO is replaced during the sample period. The median is computed across all 342 sample firms
through year zero (bankruptcy filing). In subsequent years, the sample is limited to firms that are
still restructuring in bankruptcy or subsequently emerge as public firms.16 The matching firms are
from ExecuComp. We require the matching firm to have the same two-digit industry code as the
sample firm and be closest in sales. If the ratio of sales for the matched firm and the bankrupt firm
is less than 0.70 or greater than 1.30, we select a matching firm at the one-digit industry level and
13Due to the adoption of FAS123, companies report option and stock awards in a slightly different form after2005. For years 2006-2009, we rely on ExecuComp tables “Plan Based Awards” and “Outstanding Equity Awards”to calculate the value of options awarded.
14We exclude “all other cash compensation” since it often includes severance pay or other discretionary payments.15We follow Core and Guay (2002) to estimate the grant date value of options.16Limiting the entire graph to firms that successfully emerge does not change any of the inferences.
closest in sales.17 The top graph shows the dollar median CEO total pay, while the bottom graph
shows a median total pay index.
As shown in the figure, at the start of the sample period the distressed firms’ CEOs have lower
median compensation than their peers ($1.3 million vs. $1.8 million), possibly a result of relatively
poor firm performance. As the sample firms approach bankruptcy, their top executives experience
a significant decline in median total income, to $0.85 million in year -1 and $0.93 million in year
0. This compensation drop is not long-lasting from the firm’s perspective, however. Already in
the year after filing, the median sample firm CEO compensation has returned to a similar level
as that of the non-distressed industry-size matched firms ($1.6 million vs. $1.8 million).18 The
sharp compensation decline around bankruptcy and subsequent rapid bounce back is even more
apparent in the bottom graph that normalizes the income to 1 in year -3 for both samples. It
appears that restructured firms emerging from bankruptcy quickly resume paying a competitive
level of compensation in order to attract and retain high-quality top management.
We next turn to measures of the income loss for the individual CEO. As a proxy for the ”old”
income at the sample firm, we use the income in year -3 or the first year that proxy statements or
10-Ks are available for incumbent CEOs and the income in the year of hiring for new CEOs. To
estimate the CEO’s ”new” post-turnover income, we have to make a few additional assumptions,
the details of which are described in Table 6. In brief, we use the following procedure:
(1) If the departed executive becomes CEO at a public company, we search ExecuComp for her
compensation. If the new firm is not in ExecuComp, we use the CEO pay for a matching firm
in ExecuComp with the same two-digit industry code and the closest match in sales, assets, or
number of employees, whichever is available for the new firm. If the executive becomes CEO
at a private company, we use the CEO pay for an industry-size matched public firm, adjusted
with a 12% cut in salary and bonus and a 30% cut in total pay following Gao, Lemmon, and
Li (2011).19
(2) If the manager becomes a non-CEO executive or director at another public firm, we use the
17The sales ratio restriction is violated for approximately 20% of the sample firms.18There appears to be a slight decline in the median CEO total compensation in years -1 and 0 also for the
matched firms. It is possible that there is a general performance decline in the industry, which negatively affects thecompensation for the matched firm CEOs as well. See, e.g., Lang and Stulz (1992).
19The median sales of the private firms in our sample is close to the median sales of the private firms in Gao,Lemmon, and Li (2011). We use an average of the coefficient estimates for the public dummy in their Table 6.
average non-CEO pay for the new firm if found in ExecuComp, or else for the closest industry-
size match in ExecuComp. If the new employer is a private firm, we adjust the non-CEO pay
at the matched firm as described above.
(3) If the executive stays with the firm as Chairman of the board, we use the actual compensation
in ExecuComp or, if not found, we use the non-CEO Chairman pay of the median firm in
sales in the same two-digit industry.20
(4) For executives who become consultants and politicians, we assume an average income of $300
thousand in 1995 US dollars. This is the average salary offered to principals at McKinsey
over the sample period and matches consulting agreements actually observed in our sample. 21
(5) For executives who become self-employed, we use the median income of the bottom decile
of ExecuComp firms in number of employees in the same one-digit industry as the sample
firm.22
(6) For executives who get an honorary position or fail to find new employment, we assume an
income of zero.
We eliminate 13 cases with missing data on the CEO’s old income and 16 cases where the
CEO total pay at the sample firm is zero. While an executive may take a temporary pay cut
as the financially distressed firm is trying to restructure, we do not consider a zero pre-turnoverincome to reflect an equilibrium CEO pay. We further eliminate 27 cases in the top five percentile
of the distribution for the percent change in total compensation. These managers either have a
pre-departure income close to zero or receive large initial stock and option grants at their new
firms, both of which translates into a massive percentage pay increase of transitory character.
Accordingly, these extreme cases do not properly represent the CEO’s true long-term income loss.
The restrictions leave a sample of 421 departed CEOs with available income change data.
20We use the median because there are typically too few firms with a non-CEO Chairman in ExecuComp tosuccessfully match on size.
21For example, Donald Amaral of Coram Healthcare was paid $200 thousand per year in his role as a consultantto the company. The consulting fee for Robert Kaufman to Carematrix Corp. was $250,000 per year. Flag Telecomagreed to pay Andres Bande $350,000 per year as consultant. In some cases, the total consulting fee is listed (ratherthan an annual fee). For example, Lodgian, Inc. agreed to pay Robert Cole a total fee of $750,000 for his consultingservices, while Covanta Energy agreed to pay Scott Mackin a total of $1.75 million. The 1995 dollars is used becausethe first CEO becoming consultant in our sample occurs in 1995.
22We match at the one-digit industry level because many firms in the bottom decile in the two-digit industry havea large number of employees, while the self-employed CEOs in our sample usually have less than five employees.
a median PV income change of zero, consistent with Figure 1 above. In contrast, CEOs who leave
voluntarily see their median compensation drop by 85%, for a PV income change of -$2.2 million
or 1.7 times the annual pay. CEOs that are forced to leave experience much larger personal costs
with a median PV income change of -$5.0 million, or 4.9 times the annual compensation. These
large costs suggest that CEOs forced to leave may have been able to extract substantial rents prior
to loosing their position.23
Panel B reports the change in CEO total income by different categories of subsequent employ-
ment. As expected, departed CEOs without any new employment stand the most to loose, with
a median PV income change of -$4.4 million. CEOs who become consultants or politicians, self-
employed, or retain an honorary position with the firm incur costs of a similar magnitude (median
PV income change of -$3.9 million). In contrast, CEOs who retain their position with the bankrupt
firm or who become Chairman of the board have a median PV income change of zero. While not
reported in the table, the median PV of income loss is -$0.4 million across CEOs that remain with
the restructured firm and those that become full-time employee of another firm—private or public.
Details on the CEO income changes and bankruptcy cost estimates for different types of subsequent
employment can be found in Appendix Table 2.
Panel C of Table 7 shows how the loss of income varies with the year of departure relative to
bankruptcy filing. CEOs leaving while the firm restructures in bankruptcy (years 0-1) experience
the largest losses, with a median PV income change of -$3.2 million. The corresponding number is
-$2.1 million for CEOs departing after bankruptcy resolution and -$2.3 million for CEOs departing
prior to filing.
From Panel D, CEOs older than 60 experience the largest median decline in annual total
compensation (-$0.8 million), but the smallest median PV income change of only -$0.2 million.
The latter may be a result of the relatively short time left until retirement (age 65), when the
present value calculation stops. CEOs of age 50 or less experience the largest median PV income
change of -$5.0 million, representing six times their annual pay.
Panel E shows that the CEO’s tenure does not play a systematic role for the magnitude of
the median PV income change in the univariate. Nevertheless, CEOs with a tenure exceeding six
23For a subset of 28 forced departures where the CEO subsequently was charged with allegations of fraud, themedian PV income change is a stunning -$9.6 million.
year -2 or -1 (0 to 1) relative to Chapter 11 filing. The base-line is firm-years associated with the
emergence and post-bankruptcy operations of the restructured firm. The positive coefficient for
During suggests that the likelihood of CEO turnover, voluntary and involuntary, is significantly
higher around Chapter 11 filing than after the firm has successfully emerged from bankruptcy.24
Turning to the variables that describe CEO characteristics, older CEOs are more likely to
leave voluntarily, perhaps because they chose to retire. Moreover, Tenure produces a significantly
positive coefficient in the forced turnover decision. That is, CEOs with a longer tenure at the
sample firm are more likely to be forced out, perhaps reflecting a higher degree of entrenchment. In
alternative specifications, not shown here, we instead enter a dummy variable indicating that the
CEO is incumbent. This variable is highly correlated with CEO tenure, and enters with positive and
statistically significant coefficients in both the voluntary turnover and forced turnover regressions,
suggesting that incumbent CEOs face a higher probability of turnover.
The variable, Chairman, enters with a negative and marginally significant coefficient in the
voluntary turnover decision, indicating that CEOs who are Chairman of the board are less inclined
to leave voluntarily. The regressions further include Ownpct, which measures the percent equity
in the bankrupt firm owned by the CEO. The likelihood of voluntary turnover decreases with the
CEO’s equity ownership. CEOs with large equity ownership have their wealth closely tied to the
company’s value, which may provide strong incentives to stay in an attempt to rescue the firm.
All models contain selected firm characteristics. Most of these variables have no or a marginally
significant impact on the turnover probability. The coefficients for Size (log of total sales) and
Tangibility (the ratio of net property, plant and equipment to total assets) are insignificant in all
specifications. There is some evidence that the firm’s financial strength helps predict the probability
that the CEO is forced to leave, consistent with Huson, Parrino, and Starks (2001). The lower the
operating margin, ROA, defined as the ratio of EBITDA to total assets, and the higher Leverage
(total liabilities to total assets), the higher is the likelihood of forced turnover. The regressions also
control for industry distress (IndDistress, a dummy taking the value of one if the median stock
return for the two-digit industry is below -30% in a given year) and for prepackaged bankruptcy
filing (Prepack), both of which produce statistically insignificant coefficients.25
24Note also that the coefficient for During is higher for forced turnover than for voluntary turnover (1.4 versus 0.5in model 1), the difference being significant at the 5% level.
25The definition of industry distress follows Acharya, Bharath, and Srinivasan (2007).
The remaining variables are intended to capture the influence of various stakeholder groups
on CEO turnover throughout the restructuring process. The variable Institution >= 25% is a
dummy variable which takes the value of one if institutional investors own more than 25% of the
firm’s equity in a given year.26 As shown in Table 9, the probability of forced turnover decreases
with Institution >= 25%. That is, CEOs of firms with high institutional ownership are less likely
to be forced to leave than CEOs of firms with low institutional ownership. Since control rights
shift to creditors in financial distress and bankruptcy, institutional shareholders have limited direct
influence over the CEO turnover decision.27 However, it is possible that institutions chose to hold
equity in distressed firms whose management they trust to be of relatively high quality. At the
same time, institutional investors may sell out their holdings in distressed firms where they perceive
managerial quality to be low.
DIP Financing is a dummy variable which indicates that the bankrupt firm receives debtor-
in-possession (DIP) financing from its prepetition lenders. More than three quarters of the DIP
facilities in our sample is provided by prepetition lenders, consistent with Dahiya, John, Puri, and
Ramirez (2003). The reasons for prepetition lenders to provide DIP financing range from enforcing
governance and the priority of their prepetition loans (Skeel, 2003) to continuing prior lending
relationship (Li and Srinivasan, 2011).28 The variable DIP F inancing enters the regression for
forced turnover with a significant and positive coefficient. Thus, large prepetition lenders play a
major role in the firm’s governance through their DIP financing provisions by forcing the incumbent
CEO to leave.29
The next two variables capture the influence of holders of unsecured claims. The dummy vari-
ables Bond debt >= 70% of liabilities and Trade debt >= 70% of liabilities indicate that public
bonds and trade credits, respectively, account for more than 70% of the total liabilities. We find
evidence that firms with large trade credits are less likely to dismiss the CEO. As long as the
distressed firm continues to pay its trade credits, suppliers have few incentives to fire the CEO.
26This information is from 13-F filings. The 25% threshold is the sample average fraction of institutional ownershipin the fiscal year prior to Chapter 11 filing.
27Coelho, Taffler, and John (2010) document that institutional owners tend to sell out as the firm approachesbankruptcy. In Jiang, Li, and Wang (2012), hedge funds pursue an active ownership strategy prior to bankruptcyfor only 7% of the sample firms and acquire sufficient equity to file a 13-D during bankruptcy reorganization for only4% of the firms.
28DIP lenders commonly request that their existing loans are packaged with the DIP loan in order to increase theseniority of the prepetition loan, known as a rollup provision.
29DIP Financing is also marginally significant in the CEO’s decision to leave voluntarily.
Instead, existing suppliers may prefer to maintain their business relationship with the CEO through-
out bankruptcy reorganization, hoping for a continued business relationship with the restructured
firm.30 This is consistent with Kolay and Lemmon (2011), who find that suppliers continue to
support their distressed customers by extending short-term credit in an attempt to avoid fixed
switching costs.31
Models (2) and (3) in Table 9 enter our estimates for expected CEO personal bankruptcy
costs. Importantly, the inclusion of expected bankruptcy costs does not change the inferences for
the other variables discussed above. Both models add the expected probability of being rehired.
To capture the ex ante expected loss in compensation, we enter the expected income change in
model (2) and the expected PV income change in model (3). The expected probability of being
rehired reduces the probability of voluntary and forced CEO turnover. This suggests that CEOs
with relatively good prospects of outside employment are more likely to stay with the distressed
firm. It is possible that these CEOs are of better quality compared to other CEOs in our sample.
As a result, the firm’s stakeholders may be more inclined to retain them or the CEOs themselves
may have better confidence to turn around the company and thus decide to stay. Turning to the
expected compensation loss, a smaller expected loss of income is associated with a higher likelihood
of voluntary departure and a lower probability of forced turnover. To the extent that the expected
compensation loss captures CEO quality, it is not surprising that higher quality CEOs are more
inclined to leave voluntarily and less likely to be fired. Our ex ante bankruptcy cost estimates and
the results they generate provide a rational explanation for the CEO turnover decision which has
not been documented in the prior literature.
Overall, CEO turnover increases as the distressed firm restructures in bankruptcy. Some of
the forced turnover is associated with control rights held by prepetition lenders through the DIP
financing facility. At the same time, the likelihood of forced CEO turnover in bankruptcy is lower
when institutions own a large fraction of the firm’s equity, perhaps reflecting high CEO quality, and
when a large fraction of the firm’s liabilities are trade credits. The influence of lenders on the CEO
turnover decision shows the significance of the shift in control rights from shareholders to creditors
30An example of this is the 2007 bankruptcy filing by Hancock Fabrics Inc., where the company’s suppliers formedan unsecured creditor committee and made sure the prefiling CEO Jane Aggers stayed on both through bankruptcyand thereafter.
31See also Hertzel, Li, Officer, and Rodgers (2008) for evidence that bankruptcy filing tends to have a large negativevaluation impact on suppliers.
staying CEOs.32 One reason for our higher estimates may be that we control for key CEO and firm
characteristics. The last three columns show that new CEOs, hired internally or externally, have a
larger proportion of their pay in stock and option grants. Since newly hired CEOs usually do not
have any wealth tied to the company’s performance, awarding grants is a way to achieve a desired
performance sensitivity. The variable Specialist enters with an insignificant coefficient, suggesting
that new CEOs who are turnaround specialists generally are paid at par with other externally hired
CEOs.
The relation between CEO and firm characteristics and compensation is largely consistent with
prior literature. For example, older CEOs and CEOs with a larger equity stake (ownpct)tend
to have lower total compensation and a relatively large fraction of their pay in cash .33 This is
intuitive as CEOs who are close to retirement age may have less bargaining power and less risk
appetite, considering cash more valuable relative to grants. CEOs with higher stock ownership
may prefer cash compensation in order to diversify their wealth. In addition, we find firm size
and leverage to affect both the level and structure of pay. CEOs receive higher pay and a lower
fraction cash compensation the larger the firm and the lower the leverage, probably because equity
grants in financially distressed firms have less value. CEO total compensation further decreases
with T angibility, suggesting that firms with a high fraction intangible assets tend to pay their
CEOs more, and is lower for firms filing a prepack. The remaining variables are insignificant or
only marginally significant.
We next turn to the effect of the CEO’s expected personal bankruptcy costs on the total
amount and structure of the CEO’s compensation at the distressed firm. The ex ante measure for
the rehiring probability produces a positive and significant coefficient in model (2) and a negative
and significant coefficient in model (5). That is, CEOs who ex ante are more likely to find new
employment with another company on average receive a relatively high total compensation at the
bankrupt firm. It is possible that the high compensation reflects a high quality and negotiation
power possessed by these CEOs. At the same time, these CEOs are also more likely to receive
a relatively high fraction of equity and option grants in their compensation, perhaps indented
32The regression coefficient show that internal CEOs are paid 0.774 less than incumbent CEOs in logarithm of totalpay while external hires are paid 0.425 more in logarithm of total paid. This translates into (1−e−0.774) ∗100 = 54%less pay for internal successions and (e0.425 − 1) ∗ 100 = 53% more pay for external replacements.
33The significance of the coefficient for ownpct disappears when entering expected bankruptcy costs in models (5)and (6).
to provide additional incentives to stay. The CEO’s expected income change and expected PV
income change largely produce insignificant coefficients. The exception is a positive and marginally
significant coefficient for the PV income change in model (6). There is some indication that CEOs
with relatively small personal bankruptcy costs are more likely to receive a larger fraction of their
compensation in cash, perhaps because many of these CEOs are close to retirement age. Note,
however, that the significance of the coefficient for the expected probability of rehiring disappears
when entering the PV income change.
Overall, our results indicate that the ex ante probability of rehiring and expected income change
help predict the design of CEO incentive contracts. In particular, a high ex ante rehiring probability
is associated with higher total compensation and a lower proportion cash pay. These results produce
new and unique insights into the determinants of the CEO’s compensation contract at financially
distressed firms.
5 CEO equity loss
Up to now, we have ignored wealth losses associated with the CEOs’ equity holdings in the bankrupt
firm. These equity holdings may be considered a financial investment and therefore independent
of any effects of financial distress on the CEO’s equilibrium compensation. Nevertheless, adding
information on the CEO equity losses from bankruptcy will provide a more complete picture of
the personal costs from financial distress. We therefore collect annual data on CEO stock holdings
in the bankrupt firm, including both shares held and unexercised options. As before, shares are
valued at the year-end market price and options are valued using the Black-Scholes model. At the
end of the fiscal year prior to bankruptcy filing, the median CEO owned 1.5% (mean 6.9%) of the
common equity in the financially distressed sample firms, with a median value of $2.2 million (mean
$22.8 million). The median value of the equity loss in the last year prior to default is thus similar
in magnitude to the unconditional median PV income change of -$2.7 million reported above.Figure 3 plots the median percent (Panel A) and dollar value (Panel B) of CEO equity ownership
in the sample firms from year -3 through year 3 relative to bankruptcy filing. As a CEO is turned
over, her equity ownership is replaced with that of the new CEO. Thus, the graphs convey an
impression of the CEO equity ownership for a given firm. For comparison, the dotted line shows
the CEO equity ownership for the sample of industry-size matched firms from ExecuComp. The
sample is all 342 bankrupt firms through year 0, and is thereafter limited to the subsample of firms
that emerge from bankruptcy or still are restructuring.34
As shown in Panel A, the matching firm CEOs own about 0.5% of their firms’ equity, with
small variations over time. In contrast, the median equity ownership of the sample firm CEOs
drop from 2% in year -3 to 0.6% in the year of bankruptcy filing. This decline in the ownership
stake is primarily because new CEOs enter the sample with smaller equity stakes, if any.35 After
year 1, however, the median equity ownership slowly increases to 1% in year 3, probably because
the CEOs receive substantial equity grants in the restructured firm to align their incentives with
shareholders.
In Panel B, the median dollar value of the matching firm CEOs’ equity stakes are relatively
stable over time at $15 million, consistent with Panel A. Not surprising, the median equity value
of the sample firm CEOs display a very different pattern. Starting at a level similar to their peers
($12.5 million in year -3), it drops sharply to almost zero in the year of bankruptcy filing, to
thereafter slowly climb up to $5.6 million in year 3. The initial decline in value is a combined result
of the drop in CEO equity ownership percentage documented in Panel A, as well as a decline in
the firm’s stock price as it approaches bankruptcy. Limiting the sample to incumbent CEOs only
generates a dollar equity loss of a similar magnitude.
Overall, CEOs of distressed firms make substantial losses on their equity holdings as the firm
approaches bankruptcy. However, once the firms are restructured, CEOs who stay appear to
experience a quick recovery of their equity positions through large stock and option grants. These
grants help the restructured firms achieve a competitive compensation package and align CEO
incentives with shareholder value maximization.
6 Conclusion
Personal CEO bankruptcy costs may affect the financing and investment policy of firms. Earlier
estimates of the magnitude of such costs have suffered from lack of data on CEO career changes
34The number of cases is 141 in year 1, 99 in year 2, and 77 in year 3.35The median percent equity ownership for incumbent CEOs is relatively constant, suggesting that they typically
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Figure 1Median CEO total pay by year relative to Chapter 11 filing
Total pay is the sum of salary, bonus, long-term incentive plans, and stock and option grants. The first graph showsthe median dollar amount of total pay, while the second graph shows an index of the median total pay. Throughyear 0, the graphs plot the CEO pay for the total sample of 342 firms that filed for Chapter 11 during 1996-2007.After year 0, the plots are restricted to firms that successfully emerge from bankruptcy as an independent companyor still is restructuring in bankruptcy. The matching firms are from ExecuComp, and are matched on sales andtwo-digit industry code if the ratio of sales between the sample firm and the matching firm is between 0.7 and 1.3,and otherwise on the one-digit industry code.
Figure 2Histograms of change in CEO total compensation from bankruptcy
Total compensation is the sum of salary, bonus, long-term incentive plans, and stock and option grants. All firmswere publicly traded prior to filing for Chapter 11 in the period 1996-2007, and the bankruptcy case was resolvedby the beginning of 2011. Panel A shows the dollar compensation change for 92 CEOs that were hired before theresolution of bankruptcy and retained their position three years after emergence. Panel B shows the compensationchange for 77 CEOs who left the distressed firm and became CEO at another firm.
A. Compensation change for 92 CEOs retaining CEO position at the old firm
The table shows the number of cases and selected sample characteristics by year of Chapter 11 filing. The sample is342 large firms filing for US Chapter 11 bankruptcy in 1996-2007. Sales and assets are in constant 2009 US dollars,and from the last fiscal year prior to filing. All variables are defined in Appendix Table 1.
Panel A shows CEO turnover and the average age and tenure of the departing CEOs by fiscal year relative tobankruptcy filing, where the year of filing is 0. Panel B shows CEO turnover by reason for turnover. The sample is342 large firms filing for US Chapter 11 in 1996-2007. The CEO data starts three years prior to filing and ends threeyears after emergence or when the firm is liquidated or acquired, and spans from year 1993 through 2010. Year 4+includes year 4 through the end of our sample. The information on the departing CEO is incomplete in 4 firms inyear -2. An incumbent CEO is in place at the end of year -3. All variables are defined in Appendix Table 1.
A: CEO turnover by year relative to Chapter 11 filing
Year % of incumbent Forcedrel. to No. of Total CEO turnover CEOs in place Departed CEOs departurefiling firms N % at year-end N Age Tenure N %
Table 3Characteristics of new CEOs hired by the sample firms
The sample is 348 new CEOs that are hired from two years before Chapter 11 filing to three years after emergence orliquidation/acquisition at 342 large US firms filing for Chapter 11 in 1996-2007. All variables are defined in AppendixTable 1. N is number of cases and % is the percent of all new CEOs.
A: Professional background of 348 new CEOs by hiring year relative to bankruptcy filing
All new All Turnaround Non-specialist OtherCEOs external specialist CEO external
B: Average characteristics of 202 new CEOs hired externally
All Turnaround Non-specialist Other
external specialist CEO external
Number of CEOs 202 64 93 45
CEO characteristics:
Age 52 54 53 50Length of previous employment (years) 5.4 6.5 4.8 5.2
Characteristics of the previous employer:
Public firm 0.40 0.31 0.39 0.56Same 2-digit industry as sample firm 0.27 0.19 0.31 0.29Sales (in $ million) 15,547 8,569 9,687 30,733Sales of old firm > sales of sample firm 0.53 0.36 0.43 0.83
a r a c t e r i s t i c s a c r o s s d i ff e r e n t t y p e s o f n e w e m p l o y m e n t ( P a n e l A ) , a n d t h e f r e q u e n c y o f n e w e m p l o y m e n t t y p e s b y y e a r o f d e p a r t u r e ( P a n e l
B ) , f o r c e d v s . v o l u n t a r y
d e p a r t u r e ( P a n e l C ) , a n d i n c u m b e n t
v s . n e w C E O s ( P a n e l D ) . P a n e l E s h o w s c h a r a c t e r i s t i c s o f t h e n e w fi r m s
w h e r e d e p a r t e d C E O s
a r e e m p l o y e d . T h e s a m p l e i s 4 8 1 C E O s t h a t l e a v e t h e i r p o s i t
i o n b e t w e e n y e a r - 2 ( w h e r e 0 i s t h e y
e a r o f fi l i n g ) a n d t h r e e y e a r s a f t e r e m
e r g e n c e o r t h e y e a r o f
l i q u i d a t i o n / a c q u i s i t i o n a
t 3 4 2 l a r g e fi r m s fi l i n g f o r U S C h a p t e r 1 1 i n 1 9 9 6 - 2 0 0 7 . A l l v a r i a b l e s a r e d e fi n e d i n A p p e n d i x T a b l e 1 . T h e p - v a l u
e i n P a n e l E i s f r o m a
W i l c o x o n t e s t o f t h e d i ff e r e n c e i n m e d i a n b e t w e e n o l d a n d n e w
fi r m s , l i m i t e d t o c a s e s w i t h d a t a o n b o t h fi r m s .
T y p e o f n e w j o b :
S t a y
R e t a i n
C E O a t
C E O a t
N o n - C
E O
N o n - C E O
C o n s u l t a n t
a s
h o n o r a r y
p u b l i c
p r i v a t e
e x e c u t i v e a t
e x e c u t i v e a t
o r
S e l f -
N o n e w
A l l
C h a i r m a n p
o s i t i o n
fi r m
fi r m
p u b l i c
fi r m
p r i v a t e fi r m
p o l i t i c i a n
e m
p l o y e d
e m p l o y m e n t
N u m b e r o f c a s e s
4 8 1
3 5
4 7
2 9
7 1
5 2
4 4
1 9
2 6
1 5 8
A : A v e r a g e c h a r a c t e r
i s t i c s o f t h e d e p a r t i n g C E O
A g e
5 5
5 7
5 6
5 4
5 3
5 3
5 3
5 8
5 7
5 7
T e n u r e
5 . 9
6 . 9
5 . 8
4 . 4
5 . 4
4 . 7
5 . 6
4 . 9
8 . 1
6 . 3
T i m e t o n e w j o b ( y e a r s )
1 . 0
0 . 0
0 . 0
1 . 3
1 . 4
1 . 2
1 . 2
1 . 1
1 . 3
-
B : P o s t - d e p a r t u r e e m
p l o y m e n t b y r e l a t i v e y e a r o f d e p
a r t u r e
Y e a r - 2 t o - 1
1 4 9
1 8
2 1
7
1 6
2 0
1 1
6
7
4 3
Y e a r 0 t o 1
2 1 4
1 2
2 1
1 5
3 2
1 7
2 1
6
1 4
7 6
Y e a r 2 t o e n d o f s a m p l e
1 1 8
5
5
7
2 3
1 5
1 2
7
5
3 9
C : P o s t - d e p a r t u r e e m
p l o y m e n t b y f o r c e d v s . v o l u n t a r
y d e p a r t u r e
F o r c e d
2 4 4
3
1 2
1 5
4 5
1 9
1 6
7
1 7
1 1 0
V o l u n t a r y
2 3 7
3 2
3 5
1 4
2 6
3 3
2 8
1 2
9
4 8
D : P o s t - d e p a r t u r e e m
p l o y m e n t b y i n c u m b e n t v s . n e w
C E O s
I n c u m b e n t C E O s
2 9 0
2 5
3 6
1 5
4 1
2 7
2 6
7
1 8
9 5
N e w l y h i r e d C E O s
1 9 1
1 0
1 1
1 4
3 0
2 5
1 8
1 2
8
6 3
E : I n d u s t r y a n d m e d
i a n s a l e s o f s a m p l e fi r m s v s . fi r m
s t h a t h i r e d e p a r t e d C E O s
P e r c e n t n e w fi r m s i n t h e
s a m e 2 - d i g i t
i n d u s t r y a s t h e s a m p l e fi r m
3 0
-
-
3 8
3 0
2 5
3 0
-
-
-
S a l e s o f s a m p l e fi r m s ( $
m i l l i o n )
1 , 0 6 6
-
-
1 , 0 0 3
8 5 1
1 , 7 5
5
8 6 2
-
-
-
S a l e s o f n e w fi r m s ( $ m i l l i o n )
6 1 6
-
-
6 2 3
1 1 5
2 , 2 6
0
2 7 0
-
-
-
p - v a l u e o f d i ff e r e n c e i n s a l e s
The table shows the severance payment in $ thousands (constant 2009 dollars) by the year of CEO departure relativeto bankruptcy filing (Panel A), forced vs. voluntary turnover (Panel B), incumbent vs. new CEOs, and type of new employment (Panel D), respectively. The mean and median severance pay is conditional on receiving severance.Columns eight and ten show the severance payment in percent of the CEO’s annual salary. The sample is 481 CEOswho leave their position between two years before Chapter 11 filing and three years after emergence or the year of liquidation/acquisition at 342 large US firms filing for Chapter 11 in 1996-2007. All variables are defined in AppendixTable 1.
% CEOs Contractual Discretionalreceiving severance severance Total severance
N severance mean median mean median mean % median %
Table 6Methodology for estimating CEO compensation at new employment
The table describes the methodology used to estimate the departed CEO’s income at her new employment. Anindustry-size match is a firm in ExecuComp in the same two-digit SIC industry and closest in sales, assets oremployees, whichever is available for the new firm. If none of the size variables is available, we use the industrymedian firm in sales.
Type of new employment Methodology for estimating CEO income
Stay as Chairman We find the non-CEO Chairman in the ExecuComp database, if possible. If not,we use the non-CEO Chairman pay of the median firm in sales in the same 2-digitSIC industry.
Retaining honorary position Zero income.
CEO at a public company We find the CEO in the ExecuComp database, if possible. If not, we use theCEO pay for an industry-size matched firm in ExecuComp.
CEO at a private company We use the CEO pay for an industry-size matched firm in ExecuComp. Thematched CEO pay at the public firm is adjusted for private firms pay with a 12%cut in cash pay and 30% cut in total pay following Gao, Lemmon, and Li (2011).This is an average of the coefficients in their Table 6.
Non-CEO executive at a publiccompany
If the new firm is in ExecuComp, we take the average top non-CEO executivepay. If not, we use the average top non-CEO executive pay of an industry-sizematched firm in ExecuComp.
Non-CEO executive at a privatefirm
We use the top non-CEO executive pay for an industry-size matched firm inExecuComp. The matched CEO pay at the public firm is adjusted for private
firms pay with a 12% cut in cash pay and 30% cut in total pay following Gao,Lemmon, and Li (2011). This is an average of the coefficients in their Table 6.For two junior managers in the sample, we take 50% of the level of pay to seniorexecutives at an industry and size matched firm.
Consultant or politician We assume an annual pay of $300,000 in 1995 dollars. This is close to the medianannual consulting contract offered to some of the departed CEOs. This is alsothe average salary offered to principals at McKinsey over the sample period.
Self-employed We use the median pay for companies in the bottom decile of ExecuComp firmsin number of employees, in the same one-digit SIC industry as the sample firm.
No new employment Zero income.
Retain CEO job This category includes incumbent CEOs and new CEOs hired prior to the resolu-tion of the bankruptcy case, and who remain CEO of the restructured firm threeyears after emergence from bankruptcy. The pay at the ”new position” is fromthe last fiscal year with available compensation data. We drop cases where thelast year with available data is the year of hiring.
Table 7CEO total compensation change and present value of income loss
The table shows estimates of the change in CEO total compensation in $ thousands and percent, split by reason forturnover (Panel A), type of new employment (Panel B), relative year of departure (Panel C), CEO age (Panel D),CEO tenure (Panel E), incumbent vs. new CEOs (Panel F), and Chapter 11 outcome (Panel G). Income change is
the difference in annual total compensation at the ”new” firm (see Table 6) and the ”old” firm (in year -3 or the firstavailable 10-K filing or proxy statement for incumbent CEOs and the year of hiring for new CEOs). PV income changeis the present value of the income change discounted at a 10% rate until age 65, adjusted for severance and the timeto new employment. ”mult.” is the ratio of PV income change and the CEO’s annual total pay prior to departure.The sample is 92 CEOs that remain three years after emergence and 421 CEOs that leave their position in year -2or later, at 342 large firms filing for US Chapter 11 bankruptcy in 1996-2007. We drop cases where the pre-turnovertotal pay is missing or zero, and cases in the top five percentile in percentage change of total compensation.
Income change PV income changeMean Median Mean Median
N $ % $ % $ mult. $ mult.
All 513 -2,662 -21 -639 -80 -15,924 -0.6 -2,660 -2.7
Retain CEO position or chairmanship 122 -1,919 46 -20 -4 -10,807 3.0 0 0.0Full-time employee at a new company 162 -1,991 26 -337 -34 -14,330 1.6 -2,378 -1.7Consultant/self-employed/honorary 81 -3,198 -72 -1,035 -100 -17,268 -3.1 -3,934 -3.8No new employment 148 -3,716 -100 -1,108 -100 -21,116 -4.6 -4,378 -4.9
C: Income change by CEO departure year relative to Chapter 11 filing
Year -2 to -1 161 -1,947 -22 -598 -75 -9,857 -0.7 -2,307 -2.5Year 0 to 1 202 -3,275 -28 -698 -93 -19,635 -0.9 -3,168 -3.2Year 2 and after 150 -1,469 -12 -520 -66 -13,296 -0.2 -2,078 -1.7
D: Income change by CEO age at departure
Less than 50 years old 142 -2,968 8.9 -628 -70 -26,262 0.8 -5,006 -6.051-60 years old 250 -2,636 -27 -630 -79 -14,809 -1.4 -3,248 -3.8More than 60 years old 112 -2,496 -47 -762 -100 -5,368 -0.8 -211 -0.2
E: Income change by CEO tenure at departure
Less than 3 year 162 -2,045 -16 -534 -82 -13,691 -0.7 -2,654 -3.24-6 year 170 -2,605 -11 -628 -72 -16,267 -0.1 -2,933 -3.2More than 6 years 177 -3,333 -35 -828 -89 -17,871 -1.1 -2,588 -2.2
T h e t a b l e s h o w s c o e ffi c i e n t e s t i m a t e s f r o m l o g i t r e g r e s s i o n s f o
r t h e p r o b a b i l i t y t h a t t h e d e p a r t e d C
E O i s r e h i r e d ( m o d e l s 1 - 3 ) a n d f r o m
o r d i n a r y l e a s t s q u a r e s
( O L S ) r e g r e s s i o n s o f t h e
i n c o m e c h a n g e ( m o d e l s 4 - 6 ) a n d P V i n c o m e c h a n g e ( m o d e l s 7 - 9 ) . T h e d e p a
r t e d C E O i s r e h i r e d i f s h e s t a y s a s C h
a i r m a n o r b e c o m e s a n
e x e c u t i v e a t a n o t h e r fi r m
. I n c o m e c h a n g e i s t h e d i ff e r e n c e i n a n n u a l t o t a l c o m p e n s a t i o n a t t h e ” n e w ” fi r m ( s e e T a b l e 6 ) a n d t h e ” o l d ” fi r m
( i n y e a r - 3 o r t h e fi r s t
a v a i l a b l e 1 0 - K fi l i n g o r p
r o x y s t a t e m e n t f o r i n c u m b e n t C E O s a
n d t h e y e a r o f h i r i n g f o r n e w C E O s ) .
P V i n c o m e c h a n g e i s t h e p r e s e n t v a l u e o f t h e i n c o m e c h a n g e
d i s c o u n t e d a t a 1 0 % r a t e u n t i l a g e 6 5 , a d j u s t e d f o r s e v e r a n c e a n d t h e t i m e t o n e w e m p l o y m e n t . T h e
s a m p l e i s 4 4 8 C E O s l e a v i n g h e r p o s i t i o n b e t w e e n t w o y e a r s
b e f o r e fi l i n g a n d t h r e e y e
a r s a f t e r e m e r g e n c e o r t h e y e a r o f l i q u
i d a t i o n / a c q u i s i t i o n f o r 3 4 2 l a r g e fi r m s
fi l i n g f o r U S C h a p t e r 1 1 b a n k r u p t c y i n 1 9 9 6 - 2 0 0 7 . S t a n d a r d
e r r o r s a r e i n b r a c k e t s . ∗ ∗ ∗
, ∗ ∗
, a n d ∗
d e n o t e s s i g n i fi c a n c e a t t h e 1 % , 5 % a n d 1 0 % l e v e l , r e s p e c t i v e l y .
A l l v a r i a b l e s a r e d e fi n e d i n A p p e n d i x
Table 9Determinants of the probability of forced and voluntary turnover
The table shows the coefficient estimates from multinomial logit regressions for the probability of CEO turnover. Allmodels have three outcomes: no turnover, voluntary turnover, and forced turnover. The sample is 1,565 firm-yearsfrom three years before filing to three years after emergence or the year of liquidation for 342 large firms filing for
US Chapter 11 bankruptcy in 1996-2007. There are 1,245 observations for no turnover, 162 voluntary turnover, and158 forced turnover. The expected probability of being rehired, the expected income change, and the expected PVof income change are the predicted values, respectively, from regressions (1), (4), and (7) in Table 8. All regressionscontrol for industry fixed effects at the 2-digit SIC code level. Standard errors are in brackets. ∗∗∗, ∗∗, and ∗ denotessignificance at the 1%, 5% and 10% level, respectively. All variables are defined in Appendix Table 1.
Table 10Determinants of the CEO’s compensation package
The table shows the coefficient estimates from ordinary least squares (OLS) regressions for the logarithm of CEOtotal compensation at the sample firm (models 1-3) and for the proportion cash of the total compensation (models4-6). The sample is 1,376 firm-years from year -3 to 3 years after emergence or the year of liquidation for 342 large
firms filing for US Chapter 11 bankruptcy in 1996-2007. The CEO expected bankruptcy costs are the predictedvalues, respectively, from regression (1), (4), and (7) in Table 8. All regressions control for industry fixed effects atthe 2-digit SIC code level. Standard errors are in brackets. ∗∗∗, ∗∗, and ∗ denotes significance at the 1%, 5% and10% level, respectively. All variables are defined in Appendix Table 1.
CEO total compensation Prop ortion cash pay(1) (2) (3) (4) (5) (6)
Appendix Table 1: Variable definitions, sources, and mean and median va
This table presents definition and source for all variables used in the study. The sample is 342 large US public firmresolved by the end of 2010. The mean and median values are from the last fiscal year before Chapter 11 filing and unbounded variables are winsorized at the 1% and 99% level. The table uses ”BRD” for Bankruptcy Research DatabBankruptcy plans are obtained from BD, 8Ks, and various US Bankruptcy Courts. The 10Ks, 8Ks, and proxy statemeThompson Reuters Ownership Database. The mean and median values for Panels C and D are based on all departerespectively.
Variable name Variable definition Source
A. Firm and Chapter 11 Characteristics
Assets Book value of total assets (in $ millions). BRD, BD, Comp
Sales Total sales (in $ millions). BRD, BD, Comp
Size Logarithm of total sales (in $ millions). BRD, BD, Comp
ROA Ratio of EBITDA to book value of total assets. Compustat, 10Ks
Leverage Ratio of total liabilities to book value of total assets. Compustat, 10Ks
Tangibility Ratio of net PP&E to book value of total assets. Compustat, 10Ks
Institution (%) Percent shares owned by institutional investors. 13Fs
Bank loan/liabilities Ratio of the face value of bank loans to total liabilities. Bankruptcy Pla
CapIQBond debt/liabilities Ratio of the face value of bonds outstanding to total liabilities. Bankruptcy PlCapIQ
Trade debt/liabilities Ratio of total liabilities less bank loans and bonds to total liabilities. Bankruptcy PlCapIQ
DIP Financing Indicator variable taking the value of one if debtor-in-possession (DIP)financing is obtained from prepetition lenders.
BRD, BD, Bankrtiva, LexisNexis
IndDistress Indicator variable taking the value of one if the median stock return inthe two-digit SIC industry is less than -30% in a given year (see Acharya,Bharath, and Srinivasan (2007)).
Compustat
Prepack Indicator variable taking the value of one if the bankruptcy is prepack-aged or pre-negotiated.
BRD, BD, Bankr
Emergence Indicator variable taking the value of one if the firm subsequentlyemerges from bankruptcy.
BRD, BD, Bankr
Acquisition Indicator variable taking the value of one if the firm is acquired inbankruptcy.
Turnover reasons Reasons of turnover include (1) resigned for personal reasons, (2) pursueother interest, (3) pressured by board, shareholders, or creditors, (4)performance related, (5) liquidation or acquisition, (6) retirement ornormal succession, (7) death or illness, (8) other reasons, (9) no reason
given.
10Ks, Proxy State
Forced Indicator variable taking the value of one if turnover reasons are (3) and(4) in the above definition; the turnover reasons are (1), (2), and (9)but the CEO is not employed by another company as a CEO immedi-ately after turnover; the turnover reason is (5) and the incumbent CEOdeparts prior to age 60.
10Ks, Proxy Stat
Severance Indicator variable taking the value of one if separation pay if providedto the departing CEO.
10Ks, Proxy Stat
Contractual severance Separation pay based on contract (in $ thousands), conditional on re-ceiving severance.
10Ks, Proxy Stat
Discretional severance Discretional separation pay including lump-sum cash pay, loan forgive-ness, adjustment to pension benefits, consulting contract, and equityincentives, conditional on receiving severance.
10Ks, Proxy Stat
Post-departure careers The employment types of departed CEOs, including (1) stay as chair-
man, (2) retaining honorary position, (3) CEO at a public company, (4)CEO at a private company, (5) non-CEO executive (e.g. CFO, COO,VP, director, senior manager etc.) at a public company, (6) non-CEO ex-ecutive (e.g. CFO, COO, VP, director, senior manager etc.) at a privatecompany, (7) consultant or politician, (8) self-employed, (9) no new em-ployment (e.g. retired, death, studying, in prison, under investigation,not found anywhere etc.).
10Ks, Proxy Sta
S&P Register of rectors and ExeWho’s Who in Fness, Forbes, BLinkedIn.
D. Newly Hired CEOs
External Indicator variable taking the value of one if the new CEO is hired fromoutside the firm.
10Ks, Proxy Stat
Sp ecialist Indicator variable taking the value of one if a the new CEO is aturnaround specialist.
T h e t a b l e s h o w s C E O s a l a r y a n d b o n u s ( P a n e l A ) a n d t o t a l p
a y ( P a n e l B ) i n 2 0 0 9 U S d o l l a r s a c r o s s d i ff e r e n t n e w e m p l o y m e n t c a t e g o r i e s . T h e i n c o m e c h a n g e
i s t h e d i ff e r e n c e i n p a y a t t h e n e w fi r m a n d t h e o l d fi r m , m e
a s u r e d i n y e a r - 3 o r , i f n o t a v a i l a b l e ,
t h e fi r s t fi s c a l y e a r w h e n C E O a p p e a r s i n t h e s a m p l e . P V
i n c o m e l o s s f o r s a l a r y a n
d b o n u s m e a s u r e s t h e p r e s e n t v a l u e o f i n c o m e c h a n g e a s s u m i n g t h a t t h e C
E O w i l l r e c e i v e t h e n e w l e v e l o f s a l a r y a n d b o n u s u n t i l a g e
6 5 , d i s c o u n t e d a t a 1 0 %
r a t e a n d a d j u s t e d f o r n u m b e r o f y e a r s i t t a k e s t h e C E O t o fi n d n e w e m p l o y m e n t . P V i n c o m e l o s s f o r t o t a l p a y
m e a s u r e s t h e p r e s e n t
v a l u e o f i n c o m e c h a n g e a
s s u m i n g t h a t t h e C E O w i l l r e c e i v e t h e n e w l e v e l o f t o t a l p a y u n t i l a g e 6 5 , d
i s c o u n t e d a t a 1 0 % r a t e a n d a d j u s t e d
f o r n u m b e r o f y e a r s i t
t a k e s t h e C E O t o fi n d n
e w e m p l o y m e n t , p l u s a n y s e v e r a n c e r e c e i v e d a t d e p a r t u r e . W e r e p o r t b o t h
d o l l a r a m o u n t a n d m u l t i p l e o f C E O p a y p r i o r t o d e p a r t u r e
f o r P V i n c o m e l o s s . T h e s a m p l e i s 9 2 C E O s i n p l a c e u p t o t h
r e e y e a r s a f t e r e m e r g e n c e a n d 4 2 1 C E O s t h a t l e f t t h e i r p o s i t i o n b e t w e e n y
e a r - 2 a n d t h r e e y e a r s
a f t e r e m e r g e n c e a t 3 4 2 l a r g e fi r m s fi l i n g f o r U S C h a p t e r 1 1 b a
n k r u p t c y i n 1 9 9 6 - 2 0 0 7 . W e d r o p o b s e r v a t i o n s w h e r e t h e p r e - t u r n o v e r t o t a l
p a y i s m i s s i n g o r z e r o
a n d o b s e r v a t i o n s t h a t l i e i n t h e t o p fi v e p e r c e n t i l e i n p e r c e n t a g e c h a n g e o f t o t a l c o m p e n s a t i o n ( i . e . a b o v e 5 0 0 % ) t o e l i m i n a t e o u t l i e r s . T h e p - v a l u e s h o w s t h e
s i g n i fi c a n c e o f t h e m e a n / m e d i a n p e r c e n t a g e c h a n g e i n i n c o m e
c h a n g e b e i n g d i ff e r e n t f r o m z e r o .
Appendix Table 3CEO total compensation change of incumbent vs. new CEOs, and forced vs.
voluntary departure
The table shows estimates of the change in CEO total compensation (TotalPay) in $ thousands and percent. PanelA splits the sample by whether the CEO is in place at the end of year -3 (incumbent) or hired between year -2
and bankruptcy emergence (new). Panel B splits the sample on forced or voluntary turnover. Income change is thedifference in total pay at the new and old firm measured in the first fiscal year the CEO enters the sample. PV incomeloss is the present value of the total income change discounted at a 10% rate, assuming that the CEO receives thenew level of pay until age 65, and adjusted for number of years it takes the CEO to find new employment plus anyseverance payment at departure. The sample is 92 CEOs in place up to three years after emergence and 421 CEOsthat left their position between year -2 and three years after emergence at 342 large firms filing for US Chapter 11bankruptcy in 1996-2007. We drop observations where the pre-turnover total pay is missing or zero and observationsthat lie in the top five percentile in percentage change of total compensation (i.e. above 500%) to eliminate outliers.
Change in total comp ensation PV income lossmean median mean median
N $ % $ % $ multiple $ multiple
A: Incumbent CEOs vs. newly hired CEOs
All incumbent CEOs
Retain CEO at old firm 46 -2,166 17 -120 -11 -9,619 1.7 -241 -0.3Stay as chairman 22 -927 51 -34 -7 -9,063 3.3 0 0.0CEO at a pub. co. 10 -1,114 63 66 24 -16,194 2.7 1,027 1.3CEO at a pv. co. 35 -2,565 26 -131 -9 -13,006 1.7 -1,754 -0.9Non-CEO executive at a pub. co. 25 -1,999 42 -616 -26 -11,551 2.2 -3,487 -1.6Non-CEO executive at a pub. co. 24 -2,031 -24 -394 -49 -16,759 -2.1 -3,778 -2.7All full-time employment cat. 162 -1,973 24 -149 -17 -11,939 1.6 -656 -0.6Other or no employment 152 -4,080 -90 -1,335 -100 -22,141 -3.9 -4,513 -4.4All newly hired CEOs
Retain CEO position at old firm 46 -1,153 76 198 19 -10,176 4.3 477 0.7Stay as chairman 8 -7,640 33 -104 13 -26,059 3.0 0 0.0CEO at a pub. co. 9 -2,328 46 183 57 -30,640 1.4 16 0.9CEO at a pv. co. 23 -2,689 4 -632 -59 -20,322 0.5 -3,658 -3.7Non-CEO executive at a pub. co. 20 108 54 -317 -26 2,021 4.8 -2,176 -2.0Non-CEO executive at a pv. co. 16 -2,638 38 33 23 -20,747 1.9 -1,024 0.0All full-time employment cat. 122 -1,943 49 -23 -4 -13,836 3.1 -21 0.0Other or no employment 77 -2,454 -90 -746 -100 -14,969 -4.6 -3,594 -4.9
B: Forced departure vs. voluntary departure
All forced
Stay as chairman 3 -1,144 73 995 133 -8,429 5.9 7,786 12.0CEO at a pub. co. 13 -3,096 50 -173 -20 -36,294 1.8 -8,537 -2.4CEO at a pv. co. 38 -3,261 9 -785 -60 -22,597 0.2 -6,745 -3.3Non-CEO executive at a pub. co. 17 -1,981 -10 -620 -62 -16,729 -1.3 -5,805 -4.5
Non-CEO executive at a pv. co. 14 -1,784 44 71 31 -10,477 3.3 2,051 3.0All full-time employment cat. 85 -2,662 20 -498 -47 -20,646 0.9 -2,950 -2.8Other or no employment 140 -4,360 -88 -1,196 -100 -27,922 -4.7 -5,506 -5.4All voluntary