تجربه خارجی مدیران، سرمایه انسانی خاص - شرکت TMT و عملکرد شرکت در شرکت های کارآفرینانه IPO

Drawing on the behavioral agency perspective and entrepreneurship literature, we examine the impact of board configuration at the time of an IPO on top management team (TMT) firm-specific human capital, and firm performance in young IPO firms. The results show that the ratio of outside directors at the time of an IPO has a positive relationship with the attrition of TMT firm-specific human capital in the first two years following the IPO. Outside directors' industry- and firm-specific experiences negatively moderate this relationship. Finally, our study provides evidence that TMT firm-specific human capital attrition negatively affects subsequent firm performance.

Transition to the public domain often requires IPO firms to reconfigure their boards of directors. Although scholars and practitioners are concerned with how to structure boards to reduce agency problems and achieve short-term IPO performance (Certo, Holmes, & Holcomb, 2007), focusing excessively on such concerns may adversely affect long-term performance (Filatotchev et al., 2006, Kroll et al., 2007 and Walters et al., 2010). In young firms, top management team (TMT) human capital represents one of the most important sources of competitive advantage (Eisenhardt and Schoonhoven, 1990 and Reed et al., 2006). Yet, few studies have directly examined the impact of boards of directors on TMT human capital in the IPO context. Underwriters' and new blockholders' interests play an important role in shaping IPO boards (Arthurs et al., 2009, Baker and Gompers, 2003 and Bruton et al., 2010). Prestigious underwriters and powerful outside investors often reduce ownership and board seats for TMT members on the new board (Baker and Gompers, 2003, Certo et al., 2001 and Finkle, 1998). Firms typically increase the number of outsiders (Jain and Kini, 1994 and Mikkelson et al., 1997), but high ratios of outsiders may adversely affect the retention of TMT firm-specific human capital, which is referred to as the knowledge, skills, and experience executives acquire during the course of working in their firms. According to the behavioral agency model, TMT members make decisions toward lowering their risk bearing, or the “perceived risk to agent wealth that can result from employment risk or other threats to agent wealth” (Wiseman & Gomez-Mejia, 1998: 136). A higher ratio of outsiders means less TMT board participation and control of the firm's direction, thus increasing TMT risk bearing. Managers may be less committed to developing firm-specific human capital in the present firm, and may look for new jobs elsewhere (Becker, 1964). Entrepreneurs and executives in young firms value discretion and freedom in decision making, and have strong psychological ownership in their firms (Bruton et al., 2000, Finkelstein and Boyd, 1998 and Nelson, 2003). Greater board control by outsiders may reduce TMT members' discretion, potentially increasing their exit following the IPO. We argue that higher ratios of outsiders negatively affect TMT firm-specific human capital, and that the extent of this influence on TMT risk bearing and discretion may depend on outside directors' experience bases. We also examine the impact of the attrition of TMT firm-specific human capital on subsequent IPO performance. Board structure's influence on TMT firm-specific human capital has not been directly examined in the context of IPOs, although both boards (Certo et al., 2007) and TMTs (Fischer and Pollock, 2004, Kroll et al., 2007 and Walters et al., 2010) are critical and have received considerable research attention. We also provide insight into which specific types of outside directors' experience may diminish the attrition of TMT firm-specific human capital. Finally, we contribute to research on relationships among board composition, TMT firm-specific human capital, and long-term IPO performance (e.g., Arthurs et al., 2009, Kroll et al., 2007 and Walters et al., 2010). In doing so, we help to illuminate whether IPO boards should be configured toward strengthening board control or reducing TMT members' risk bearing and preserving their psychological motivation.

The behavioral agency model and entrepreneurship literature involving founders and original managers are each unique, yet provide complementary predictions that higher ratios of outside directors lead to more departures of TMT members and greater TMT firm-specific human capital attrition. Our empirical results strongly support this prediction in each of the first three years following the IPO. Notwithstanding other reasons for executive departure (e.g., exit facilitated by the IPO), IPO firms may be well advised to provide board membership for key executives. Our paper suggests that outsiders' industry- and firm-specific experiences can help lower the adverse effect of outsiders on the attrition of TMT firm-specific human capital. This is consistent with other studies about the important role of outside directors with industry-specific experience in young IPO firms (e.g., Kor and Misangyi, 2008, Kroll et al., 2007 and Walters et al., 2010), and has important practical implications. The Sarbanes–Oxley Act (2002) requires public firms to have a majority of outside directors. Young IPO firms can retain outside directors who have served on their board before the IPO for two more years following the IPO. In the case of appointing new outside directors, firms could prioritize those who have had more managerial positions in their industries. Finally, we provide insights into the relationship between TMT firm-specific human capital attrition and subsequent performance in young IPO firms. Agency theory and organizational cycle theory tend to predict that longer-tenured TMT members' departures are beneficial for firm performance as such executives may be entrenched and may lack the skills necessary to manage their firms in the new public domain. In young firms, however, the resource-based view indicates that losing executives with TMT firm-specific human capital may hurt firm performance because their human capital represents a critical source of competitive advantage. Our results support the resource-based prediction and contribute additional detail to the explanation of the effect of TMT human capital on performance (Fischer and Pollock, 2004, Kroll et al., 2007 and Walters et al., 2010). This study has a number of limitations. First, our sample may include a heavy proportion of information technology firms, and the industry distribution may be different from that of IPO firms in other years. Although the industry distribution of the IPOs in our sample and those of 1991 (five years prior) is relatively similar, generalizing our findings to other periods should be done with caution. Second, though our study was set in the pre-Sarbanes–Oxley (SO) environment, our results may also be generalized to the post-SO environment because our theoretical arguments and empirical findings are applicable for both the pre- and post-SO environments. Our mean ratio of outside directors (about 55%) is greater than the threshold for a board to have a majority of outside directors. Third, there may be alternative explanations regarding the relationships among board composition, TMT departure, and performance. To some extent, we excluded these alternatives by providing clear theoretical arguments and controlling for endogeneity. Future research can examine potential alternative explanations. Another limitation is our focus on the impact of board composition at the time of an IPO rather than the longitudinal effect of board composition on TMT firm-specific human capital attrition. A firm's board structure changes over time; future research might fruitfully examine longitudinal effects of board composition. Our final limitation involves the measure of TMT firm-specific human capital. TMT members develop their firm-specific human capital in the course of working in the focal firm, and the longer their tenure, the more likely they have developed greater firm-specific human capital. Although previous studies have widely used firm tenure as a proxy for firm-specific human capital, firm tenure may not fully reflect TMT firm-specific human capital. Notwithstanding these limitations, we find that higher ratios of outside directors lead to greater TMT firm-specific human capital attrition. The effect is weaker when outside directors have longer tenures with the firm and/or have had multiple managerial positions in the industry. We also find that losing TMT firm-specific human capital during the first three years following the IPO adversely affects firm performance. Our results, therefore, have important theoretical and practical implications regarding the effect of board composition at the time of an IPO.