Research

Working papers

• Beyond the Ballot: Shareholder Engagement and Governance Dynamics
  with Andrey Malenko and Nadya Malenko
  August 2026
  

  Abstract

  This paper studies how private engagement and public voting jointly shape shareholder governance. Using data on large asset managers' pay-related engagements and say-on-pay votes, we show that both channels respond to disagreement between investors and boards, and that engagement predicts lower future CEO compensation and less subsequent dissent. We develop and estimate a structural model in which engagement and voting are interacting governance channels that determine what investors and boards learn and how CEO pay evolves. The model shows why votes can be misleading in isolation: support for management can reflect concerns resolved through prior engagement, rather than shareholder passivity. It also allows us to evaluate recent regulatory initiatives that may restrict engagement or voting. Our counterfactuals show that restrictions on one channel shift investor activity toward the other, but substitution is incomplete: engagement allows richer information exchange, while voting also disciplines management.

• Shareholder Voice and Executive Compensation
  May 2026 ssrn
  

  Abstract

  I estimate a model of CEO compensation with nonbinding shareholder approval votes (Say-on-Pay). Because the compensation proposal is endogenous to the voting environment itself, the threat of dissent disciplines pay ex ante. The estimated disciplinary channel lowers CEO pay by 4.77% and raises shareholder value by 2.22% on average, despite a 6% failure rate. I also analyze a counterfactual vote design that strengthens the communication channel of SOP by letting the information contained in a failed vote directly affect within-period compensation. Relative to the baseline, the design increases shareholder value.

• Human Capital, Competition and Mobility in the Managerial Labor Market
  with Noah Lyman and Lin Zhao
  August 2026 ssrn
  

  Abstract

  We pose a structural model of the managerial labor market with general and firm-specific human capital accumulation, internal and external mobility, managerial bargaining power, and imperfect labor market competition. The model reconciles high pay with low mobility: outside offers can improve incumbent contracts without producing job switches. Firm-specific skill is central to this mechanism: it strengthens incumbent matches, raising poaching costs and weakening the leverage of a given outside offer. Competition therefore operates through renegotiation with incumbents: bargaining power alone would give managers 31.6% of match surplus, while competition lifts realized capture to 54.6%, and to 79.3% for externally hired CEOs. Making firm-specific skill portable shifts competitive gains from renegotiation toward mobility, increasing job switching, external CEO hiring, and manager welfare.

• Information and Preferences in Shareholder Voting
  with James Pinnington and Lin Zhao
  July 2026 ssrn
  

  Abstract

  We develop a structural model of shareholder voting under incomplete information about proposal quality. Preferences and information are not separately identified from individual voting patterns: correlated information and strategic voting jointly determine the mapping from preferences to votes. Our identification strategy uses proxy advisor recommendations as observable measures of public information and vote co-movement across shareholders to identify the information environment; preferences are then pinned down by the voting equilibrium. Despite higher support for management, blockholders' preferences towards passage of management proposals are close to dispersed shareholders': the gap reflects inference from pivotality. Differences in information quality affect voting outcomes more than differences in preferences.

• Executive Mobility in the United States, 1920-2023
  with John Graham, Dawoon Kim and Hyunseob Kim
  November 2025
  

  Abstract

  This paper studies the evolution of U.S. public corporations' executive mobility from 1920 to 2023. The executives' mobility exhibits a secular increase from the 1920s through the turn of the century. After peaking in the late-1990s, it declined sharply and stabilized at a lower level: chief executive mobility in the 2010s is less than half its late-1990s peak, returning to levels of the 1960s and 1970s. Finance-chief mobility shows a stronger secular rise over the century. We argue that changes in the size of the executive labor market, the redeployability of executive skills, and capital reallocation explain these trends. Using a shift-share design, we show that the mobility impacts executive pay structure.

Publications

• Hurdle Rate Buffers and Bargaining Power in Asset Acquisition
  with Bruce Carlin, Alan Crane and John Graham
  Journal of Financial Economics, April 2026
  published version; ssrn
  

  Abstract

  CFOs report using elevated hurdle rates that average 6.6 percentage points above the cost of capital. We show that hurdle rate buffers act as a commitment device and convey a bargaining advantage over counterparties during project development and M&A. This benefit can exceed the opportunity cost of forgone projects and acquisitions, preserving firm value. Consistent with our model, bidders’ elevated hurdle rates in M&A deals associate with higher surplus capture ex post; in CFO survey data, hurdle rate buffers negatively relate to ex ante bargaining power, and realized returns cluster just above elevated hurdle rates.

• Corporate Flexibility in a Time of Crisis
  with Murillo Campello, John Graham and Yueran Ma
  Journal of Financial Economics, June 2022
  published version; ssrn

  Abstract

  We use the COVID shock to study the direct and interactive effects of several forms of corporate flexibility on short- and long-term real business plans. We find that i) workplace flexibility, namely the ability for employees to work remotely, plays a central role in determining firms’ employment plans during the health crisis; ii) investment flexibility allows firms to increase or decrease capital spending based on their business prospects in the crisis, with effects shaped by workplace flexibility; and iii) financial flexibility contributes to stronger employment and investment, in particular when fixed costs are high. While the role of workplace flexibility is new to the COVID crisis, CFOs expect lasting effects for years to come: high workplace flexibility firms foresee continuation of remote work, stronger employment recovery, and shifting away from traditional capital investment, whereas low workplace flexibility firms rely more on automation to replace labor.