Extensive research finds that shareholder and CEO preferences affect demand for director services. We find a large body of evidence that independent director reputation incentives influence the supply of director services. These reputation incentives vary across firms and over time,...

In 2020, the average total director compensation in U.S. listed companies stood at $450,680, 6.67 times the median household income. Company pairs with shared directors have more similar pay than can be explained by size, industry, and performance. Following a landmark Delaware court ruling that...

In 2020, the average total director compensation in U.S. listed companies stood at $450,680, 6.67 times the median household income. Company pairs with shared directors have more similar pay than can be explained by size, industry, and performance. Following a landmark Delaware court ruling that...

This study examines the effect of outside director tenure length on firms’ market valuation and the voting behavior of outside directors. We make use of the new rule adopted by the Korean government in 2020 that prohibits outside directors from serving more than six (nine) years in a given...

Research on the nature and value of firms’ dynamic capabilities has produced contradictory propositions and findings. Scholars have argued that contingency theorizing has the potential to improve our understanding, as the context in which dynamic capabilities are deployed may affect their...

Executive compensation serves as a metric by which investors measure the quality of a firm's governance. In this paper, I explore how the signaling role of executive compensation impacts the compensation decisions of boards. I show that reputational concerns often cause boards to adopt pay...

This paper analyzes board independence and competence as distinct, but inextricably linked aspects of board effectiveness. Competent directors add shareholder value because they have better information about the quality of projects. While a CEO cares about shareholder value, he also wants his...

We address two aspects of board dynamics — group-think and teamwork — that both arise from increased director overlap. Overlap captures the extent of common service by board directors. Greater overlap can lead to excessive cohesiveness of the group and thus group-think, where the desire for...

We examine the relation between passive ownership and financial reporting quality measured by Beneish's (1999) earnings' manipulation score (M-score). We find that passive ownership is negatively related to M-score and to the likelihood of being designated as a “manipulator” firm. However,...

We study how interest alignment between CEOs and corporate boards influences investment efficiency and identify a novel force behind the benefit of misaligned preferences. Our model entails a CEO who encounters a project, gathers investment-relevant information, and decides whether or not to...