当然，这些数据也可能代表了经理学家们所谓的“幸存者偏差”，即一家采用了轮选制架构的公司如果获得的回报率太低，就会更倾向于放弃这种架构。不过更深入细致的研究表明，这种架构也是可以带来回报的。研究人员马尔蒂安·克里默斯、卢博米尔·利托夫和西蒙·塞普等曾对1978年至2015年间改变了董事会架构的3000多家公司进行研究，这些公司要么是由轮选制改为非轮选制，要么反之。研究发现，在轮选制架构下，这些公司的“企业价值”平均增长了3.2%到6.1%——这里的“企业价值”是用诺贝尔经济学奖得主詹姆斯·托宾的Tobin’s Q值衡量的，代表企业的市场价值与资本重置成本之比。无独有偶，哈佛商学院教授查尔斯·王和他的团队进行了类似研究。在1990年，马萨诸塞州因为该州法律修改，总部设在该州的公司都被要求采取轮选制架构。查尔斯·王发现，在接下来的15年里，这些企业的平均Tobin’s Q值增长得非常迅速。
很少有实体零售商在电商时代还能像Ulta Beauty这样蓬勃发展。在轮选制董事会的支持下，该公司CEO玛丽·狄龙瞄准了商业街等商场以外的购物场所，因为这些地方并不像传统购物中心一样面临客流下降的问题。过去3年间，Ulta Beauty开设了313家新店，约占旗下门店总数的27%。它的店内购物体验也是网店无可比拟的，比如顾客可以来店享受其独家产品和“美容吧”等设施。奥本海默公司分析师鲁比什·帕里克表示：“我们非常看好该公司的前景。”他表示，虽然该公司股价去年上涨了67%，但其走势还是符合其历史平均水平的。
The eternal battle for control at public companies between executives and shareholders is one of the most important narratives in business. And on one front, shareholders have won decisively: They’ve sharply reduced the use of “staggered” boards of directors, which can help protect business leaders from the pressures of reform-minded investors.
But in winning the victory, did they lose the war? Seems so. Staggered boards may actually deliver better returns.
A staggered board is like the U.S. Senate: Directors are elected on a rotating basis, typically with one out of three facing election each year. A non-staggered board is more like the House: Every seat is up for grabs in each election. With a Senate-like structure, it takes two elections to replace a majority of the board—making it far more difficult for shareholders to oust directors and demand a shift in strategy.
In 2009, 41% of S&P 500 boards used such setups. Today, only 54 companies in that index, or 11%, have non-annual voting, according to FactSet. For that sea change, you can partly thank Enron and WorldCom. The corruption-driven collapses of those companies made corporate-governance reform a cause célèbre—and the perceived coziness of staggered boards made them an easy target. Research at the time also suggested that firms that reelected all directors annually were better performers. By the early 2010s, shareholder-rights advocates were lobbying against staggering, on the grounds that it hurt value by shielding bad managers. Their efforts helped persuade more than 100 companies to abandon the practice.
But in recent years, staggered-board companies have wound up outperforming their peers—and significantly at that. For the five years through March, S&P 500 companies that utilized non-annual voting registered an average total return of 125%; for the index as a whole, the figure was 52%.
These figures may represent what economists call “survivorship bias”: A company that’s reaping lousy returns with a staggered board is more likely to ditch it. Still, more nuanced studies also suggest that the structure can pay off. Researchers Martijn Cremers, Lubomir Litov, and Simone Sepe looked at more than 3,000 companies that changed their boards from staggered to unstaggered or vice versa from 1978 to 2015. They found that those companies’ “firm values” increased by 3.2% to 6.1% under a staggered structure, as measured by Tobin’s Q, a metric that divides a company’s enterprise value by the value of its assets. Similarly, Harvard Business School professor Charles Wang and his coauthors evaluated companies headquartered in Massachusetts that were required to adopt staggered voting in 1990, owing to a change in state law. In the 15 years that followed, Wang found, their average Tobin’s Q value grew sharply.
What makes staggering a secret sauce? It appears to make it easier for good managers to innovate, free of outside pressure. Wang’s research found that businesses that spend heavily on R&D tend to perform better under alternating-election boards. “External influence is more likely bad for these types of innovative activities,” says Wang, because shareholders may lean on management for short-term results rather than giving an investment with a long time-horizon the support it needs. (Tellingly, of today’s staggered S&P 500 companies, 16 of 54 are in health care, including biotech and pharmaceuticals.)
It’s potentially a good sign that companies launching initial public offerings are increasingly likely to have staggered boards. In 2008, 38% of IPO companies had such structures; in 2016 that figure was 81%. (This year’s best-known IPO debutant so far, ride-share company Lyft, has a staggered board.)
Still, investors shouldn’t assume staggering is a panacea. Building a moat around the board, says Wang, can have negative consequences as well, if companies use staggering to insulate themselves from justified criticism. (Dual-class share structures, which give “supervoting” rights to executives and founders, present even greater risks; see sidebar.) An unstaggered board can make it easier for investors to press for change if management starts to drastically disappoint.
Here are three companies that are in the middle of solid runs under staggered boards—and have so far avoided the moat mentality.
Few brick-and-mortar retailers have thrived in the e-commerce era like Ulta Beauty (ulta, -0.44%). Backed by a staggered board, CEO Mary Dillon has targeted “off-mall” locations like strip malls, which haven’t lost traffic as traditional malls have. Ulta has opened 313 new locations over the past three years, about 27% of its store count. It also emphasizes in-store experiences that online rivals can’t match, including exclusive products and sit-down “beauty bars.” “We’re very bullish on the company’s prospects,” says Oppenheimer analyst Rupesh Parikh, who says the stock trades in line with historical averages, despite climbing 67% over the past year.
For the past decade, health insurer Anthem outsourced its pharmacy benefits management (PBM) services to Express Scripts. That deal ended in March, and now Anthem is launching its own PBM service, a long-term strategic leap with benefits that management believes will far outweigh the risks. Barclays analyst Steven Valiquette says the move will give Anthem room to grow revenues between 10% and 12% annually over the next three to five years.
IDEXX Laboratories, a leader in veterinary diagnostics, has benefited from our willingness to spend on our pets’ wellness. It also accounts for as much as 80% of the animal-health diagnostic market’s R&D spending, driving “almost all innovation in the industry,” says Mark Massaro, an analyst at Canaccord Genuity. The company boasts customer retention rates near 99%. Its stock is pricey, having jumped 183% over the past three years, but it deserves to trade at a premium, says Massaro.
These companies may have bright futures, but the voting control their “dual-class” stock gives to their founders can make other investors uneasy.
Founder and CEO Mark Zuckerberg controls about 60% of the shareholder vote through powerful B shares. That control has helped Facebook take profitable risks. It also insulates Zuckerberg from investor pressure as he battles questions about data security and privacy.
The Lauder family controls 87% of shareholder voting power. They’ve shown a willingness to trust strong leaders like CEO Fabrizio Freda. But with family also accounting for 25% of the board, it’s clear where the final decisions lie.
Universal Health Services
The hospital operator’s A and C shares, which account for 87% of voting power, are largely controlled by founder and CEO Alan Miller and his family. The stock has sharply underperformed the S&P 500 Health Care Index in recent years; any big course correction is in Miller’s hands.
A version of this article appears in the May 2019 issue of Fortune with the headline “When a Shuffled Deck Means a Better Hand.”