The effectiveness of clawback adoptions in mitigating over-investments - Does board governance play a role?

The adoption of clawbacks purports to mitigate harmful behavior to firms' operation induced by incentive-based executive compensation contracts. While strong corporate governance is necessary to maximize the utility of clawback provisions, the current clawback literature does not sufficiently consider the impact of board governance on the effectiveness of clawback adoptions in improving corporate conduct (Addy, Chu, & Yoder, 2014). In this study, we examine the effect of board governance on the relation between firm-initiated clawback adoptions and firms' propensity to over-invest. We first show that the presence of clawback provisions is significantly associated with a decreased level of corporate over-investments. More importantly, we find that the decrease in over-investments for clawback adopters is materially diluted in the presence of a weak board governance structure. Overall, our findings suggest that strong board governance is necessary to ensure the effectiveness of clawback provisions in mitigating over-investments.