Does executive compensation incentivize managers to create effective internal control systems?

We examine the relation between CFO compensation and the effectiveness of internal control structures under SOX, Section 404. Given the growing evidence of an uncoupling of pay from performance, we conduct our analysis using a two-stage regression. In our first stage model, we decompose compensation into its fitted (i.e., explained by firms’ economic characteristics) and residual (i.e., unexplained) components. In our second stage model, we estimate a logit regression of internal control effectiveness on both the fitted and residual components of compensation. Overall, we find that internal control effectiveness is related to the fitted components of compensation, but unrelated to the residual components. These relations exist for aggregate compensation, as well as its individual components (i.e., salary, bonus, equity-based). Our findings suggest that fitted compensation increases the probability of effective internal controls. Conversely, residual compensation does not affect this probability, suggesting that it reflects pay without performance. Our findings inform regulators and standard setters of the often unforeseen costs of increased regulation.