The governance of director compensation

The average total compensation of directors in U.S.-listed companies was $342,030 in 2020, 5.06 times the median household income. Directors set their own pay, giving rise to potential self-dealing. We argue and document that in the presence of self-dealing, external mechanisms such as legal standar...

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Bibliographic Details
Main Authors: FANG, Lily, HUANG, Sterling
Format: text
Language:English
Published: Institutional Knowledge at Singapore Management University 2024
Subjects:
Online Access:https://ink.library.smu.edu.sg/soa_research/2042
https://ink.library.smu.edu.sg/context/soa_research/article/3069/viewcontent/GovernanceDirComp_av.pdf
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Institution: Singapore Management University
Language: English
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Summary:The average total compensation of directors in U.S.-listed companies was $342,030 in 2020, 5.06 times the median household income. Directors set their own pay, giving rise to potential self-dealing. We argue and document that in the presence of self-dealing, external mechanisms such as legal standards act as effective means of governance. Following a landmark Delaware court ruling that subjected director pay to a more stringent legal standard, Delaware-incorporated firms reduced director compensation relative to non-Delaware firms and experienced positive and non-transient stock price reactions. Our results indicate that proper governance of director compensation enhances firm value.