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Abstract

Despite claims that CEO compensation contracts are increasingly complex, little is known about the extent to which they are, what drives that complexity, and its implications. We develop a new measure of compensation contract complexity and find that complexity relates to factors capturing firm complexity as well as the inclusion of contract provisions to address principal-agent conflicts. Firms that allow for ex-post renegotiation have simpler contracts, and external pressures are associated with greater contract complexity. We find that complexity has deleterious consequences; compensation complexity is associated with lower future firm performance. And, that relation is stronger when firms face extreme changes in business conditions, consistent with information overload hampering decision making. The unintended consequences of complexity confirm concerns raised by investors and the media, and our findings may be useful to boards as they design CEO pay packages.

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