Do Qualifications Matter? New Evidence on Board Functions and Director Compensation
58 Pages Posted: 7 Oct 2013 Last revised: 16 Dec 2017
Date Written: November 25, 2017
Prior research suggests that the effectiveness of corporate directors depends on their qualifications. We investigate whether directors’ qualifications affect the roles they perform on the board (board functions) and their compensation. On average, directors that are more qualified handle more board functions, resulting in higher pay, but this is not true for “co-opted” directors (joined the board after the CEO). However, co-opted directors are assigned more functions and receive higher pay on boards where the CEO’s influence is high. We also find that some firms award directors “discretionary compensation” (compensation that is unrelated to board functions), and that the likelihood of such compensation is correlated with CEO power. Overall, our evidence generates new insights into how director roles and financial incentives are allocated across directors, and the extent to which this allocation depends on CEO power.
Keywords: Boards of directors, Board duties, CEOs, Compensation, Qualifications, Outside directors
JEL Classification: G34, J30
Suggested Citation: Suggested Citation