We survey directors and investors on the objectives, constraints, and determinants of CEO pay. 67% of directors would … finance consumption, but because it affects perceptions of fairness. The need to fairly recognize the CEO’s contribution … incentives, and why peer firm pay matters beyond retention concerns. Fairness also matters to investors, with shareholder returns …

, generally implicit assumption that managers cannot undo their incentive packages, (ii) the standard modeling practice of … motives in managers' portfolio choices. …