1. THE CEO PAY RATIO: WHY LARGE DIFFERENCES IN PAY WITHIN A COMPANY UNDERMINE LONG-TERM RETURNS Spring 2014

2. W HY I NTERNAL I NEQUALITY M ATTERS F OR L ONG -T ERM S HAREHOLDERS Why we should expect the CEO Pay Ratio to be associated with long- term shareholder returns: 1.CEO Pay relative to the average wage has climbed sharply even as long-term real returns have stagnated. 2.Empirical analysis in management, human resources, and psychology point toward relative pay levels within an organization as a key element developing employee engagement and promoting productivity. 3.Our own analysis of historical estimated CEO Pay Ratios shows that companies with high ratios produce lower long-term shareholder returns.

3. CEO P AY S OARS R ELATIVE TO A VERAGE W AGE W HILE S HAREHOLDER R ETURNS S TAGNATE

4. T HE M ANAGEMENT L ITERATURE A substantial body of academic research in human resources, management, and psychology points to inequality in pay within firms as a barrier to top performance: Less well paid employees respond more to a given pay increase than highly paid employees. Perceived fairness of pay decisions is crucial in generating positive effects from changes in pay practices. Employees view fairness of pay primarily in relative terms “Because how people feel about their pay is a result of comparative processes, organizations with huge variance between executive and employee pay practices are likely to be populated with workers eagerly awaiting opportunities to move to other organizations.” Rynes, Gerhart, & Minette, Human Resource Management, Winter 2004

5. O UR A NALYSIS OF S&P500 2007-2012

8. CEO P AY R ATIO R EGRESSION A NALYSIS We also regressed our excess return measure on the 2007 CEO Pay Ratio, the 2007 market capitalization, and the 2007 Market-to-Book ratio, 2006-2007 momentum, and a variety of other controls. We found a statistically significant (above the 99% level), negative relationship between CEO Pay Ratio and the excess return from 2007-2012, such that an increase in the CEO Pay Ratio of 10 is associated with a reduction in the cumulative excess return of 1.08% (108 bp). Regression Statistics Multiple R0.360 R Square0.129 Adjusted R Square0.098 Standard Error1.125 Observations459 CoefficientsStandard Errort StatP-valueLower 95%Upper 95% Intercept0.154610.467130.330980.74081-0.763461.07269 2007 CEO Pay Ratio-0.001080.00039-2.786760.00555-0.00184-0.00032 Market Cap0.00000 -1.609810.108150.00000 Market to Book-0.000090.00008-1.131950.25827-0.000250.00007 Momentum (2006)0.758840.224783.375860.000800.317061.20061 2006 EPS % Growth-0.007880.02105-0.374590.70815-0.049250.03348 Debt/TCE0.00001 0.835070.40413-0.000010.00003 Consumer Discretionary0.560710.480721.166380.24409-0.384071.50549 Consumer Staples0.432630.497930.868850.38540-0.545971.41123 Energy0.255040.495960.514240.60734-0.719681.22977 Financials-0.394000.47718-0.825680.40943-1.331810.54382 Healthcare0.713600.487961.462430.14433-0.245401.67260 Industrials0.251790.483090.521200.60249-0.697641.20121 Information Technology0.118740.482660.246010.80579-0.829851.06733 Materials0.431980.506020.853690.39374-0.562521.42649 Telecommunication Services0.00000 65535.0.00000 Utilities-0.103750.50354-0.206030.83686-1.093370.88588

9. R EFERENCES Jim Collins, Good to Great: Why Some Companies Make the Leap … and Others Don’t, (HarperBusiness, 2001). David Card, Alexandre Mas, Enrico Moretti, and Emmanuel Saez, “Inequality At Work: The Effect Of Peer Salaries On Job Satisfaction” NBER Working Paper 16396, September 2010. Jeffrey Pfeffer, “Human Resources from an Organizational Behavior Perspective: Some Paradoxes Explained” Journal of Economic Perspectives, vol. 21, no. 4, Fall 2007. Charles A. O’Reilly, James Wade, and Tim Pollack, “Overpaid CEOs and Underpaid Managers: Equity and Executive Compensation” Stanford Business Library Research Paper #1410. Roger J. Best, “Employee Satisfaction, Firm Value, and Firm Productivity” Working Paper University of Central Missouri Spring 2008. Jeffrey Pfeffer, “Building Sustainable Organizations: The Human Factor” Academy of Management Perspectives, February 2010. Zeynep Ton, “Why Good Jobs Are Good for Retailers” Harvard Business Review, January 2012. Sara L. Rynes, Barry Gerhart, and Kathleen A. Minette, “The Importance of Pay In Employee Motivation: Discrepancies Between What People Say And What They Do”, Human Resource Management, Winter 2004, vol. 43, no. 4. Clara Xiaoling Chen and Tatiana Sandino, “Can Wages Buy Honesty? The Relationship Between Relative Wages and Employee Theft” Journal of Accounting Research, vol. 50, no. 4, 2012. Alex Edmans, “Does the Stock Market Fully Value Intangibles? Employee Satisfaction and Equity Prices” Journal of Financial Economics, vol. 101, no. 3, 2011. Alex Edmans, “The Link Between Job Satisfaction and Firm Value, With Implications for Corporate Social Responsibility” Academy of Management Perspectives, November 2012. James B. Wade, Timothy G. Pollack, Joseph F. Porac, and Scott D. Graffin, “Star CEOs Benefit or Burden?” Organizational Dynamics, vol. 37, no. 2, 2008. Rakesh Khurana, “The Curse of the Superstar CEO” Harvard Business Review, September 2002.