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Executive Compensation and Investor Clientele

Executive compensation has increased dramatically in recent times, but so has trading volume and individual investor access to financial markets. We provide a model in which some managers obfuscate financial statements in order to extract additional compensation. Owing to a lack of sophistication or naivete, possibly arising from high opportunity costs of learning about accounting conventions and financial markets, small investors do not ascertain the extent of this behavior. Expected compensation is therefore higher when small investors form a more significant clientele in the market for a firm's stock. Our model further suggests that increased information asymmetry between large and small traders may deter the entry of small investors and keep executive compensation in check. Technologies that lower the cost of trading facilitate entry of small investors and raise expected compensation. Such compensation can in general be reduced through appropriate regulation and transparent disclosures. Empirical tests provide support to the key implication of the model that indirect executive compensation is higher in stocks with more retail investor participation.