The Association between Executive Pay Structure and the Transparency of Restatement Disclosures

Abstract

SYNOPSIS Restatement disclosures have evolved into two basic categories: reissuances (Big “R”) and revisions (little “r”). A reissuance restatement requires an 8-K filing, whereas a revision restatement can be disclosed in less transparent ways. The high-transparency of a reissuance restatement disclosure (8-K) results in a greater likelihood of negative effects on companies, executives, and auditors (e.g., Plumlee and Yohn 2008; Burks 2010). Determining whether an 8-K filing is required involves judgment regarding materiality of the restatement, thus creating ambiguity as to the correct disclosure method. Such judgment also introduces the potential to opportunistically choose the method of disclosure. We study the restatement disclosure choices of companies to examine whether executive pay structure is associated with disclosure transparency. Using a sample of 1,178 restatements from the years 2004 through 2013, our results show that as the equity proportion of executive pay increases, the likelihood of a high-transparency disclosure decreases. However, as the difference in pay structure between the CEO and CFO increases, the likelihood of a high-transparency disclosure increases. Overall, our results suggest that executive pay structure influences disclosure choice and that pay structure differences between the CEO and CFO may mitigate such influence. Data Availability: All data are available from public sources identified in the paper.