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Journal of Corporate Finance Vol. 48 2018

Do qualifications matter? New evidence on board functions and director compensation

Viktar Fedaseyeu1,2; James S. Linck3; Hannes F. Wagner2

1 Belarusian Economic Research and Outreach Center · 2 Bocconi University · 3 Southern Methodist University

Abstract

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.

DOI
10.1016/j.jcorpfin.2017.12.009
Volume
48
Pages
816-839
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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