There is growing public concern over the rapid growth in CEO pay relative to average worker pay (CEO pay ratio). Critics contend that high CEO pay ratios could destroy firm value by damaging employee morale and/or signal CEO rent extraction. In this paper, we use a proprietary dataset to examine...

We examine the efficacy of proxy voting to limit inflated CEO pay. We find that the percentage of dissenting votes that go against director-sponsored compensation proposals increases following a staggered rejection of the Inevitable Disclosure Doctrine (RIDD), which increases CEOs’ job...

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...

We study the relations between governance mechanisms (internal and external), conference call voluntary disclosures (incidence and length), and CEO compensation using hand-collected data on conference calls, corporate governance, and compensation. We hypothesize and show that institutions push...

This paper finds that CEO stock options influence the choice, amount, and timing of funds distributed as a buyback. These results favor a managerial opportunism motive for buybacks over other theories and support two key research expectations - that buybacks impose option-induced agency costs on...

We examine which independent directors are held accountable when investors sue firms for financial and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their reelection to express displeasure over the directors’...

This paper analyzes the reputational effects of forced CEO turnovers on outside directors. Directors interlocked to a forced CEO turnover experience large and persistent increases in withheld votes at subsequent re-elections relative to non-turnover-interlocked directors. Reputational losses are...

In this paper, we set forth a scoreboard for dealing with those risks that arise from the governance of any organization. Firstly, we introduce the subject of governance risks and, secondly, we move on to a cardinal index that not only measures up governance performance but also provides with a...