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Director Stock Compensation: An Invitation to a Conspicuous Conflict of Interests?

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  • Dalton, Dan R.
  • Daily, Catherine M.

Abstract

While many aspects of stock and option based compensation for corporate officers remain controversial, we suggest that the growing trend for similar practices in favor of boards of directors will prove to be even more contentious. High-ranking corporate managers do not set their own salaries nor authorize their own stock options. By contrast, boards of directors do, in fact, set their own compensation packages. Other potential conflicts of interest include setting option performance targets, stock buybacks, stock option resets and reloads, consolidations (mergers and acquisitions), and service on multiple boards. As trust is the most valuable commodity in a capitalist society, we suggest that these potential conflicts of interest and related outcomes may ultimately serve to erode any anticipated benefits of director stock compensation.

Suggested Citation

  • Dalton, Dan R. & Daily, Catherine M., 2001. "Director Stock Compensation: An Invitation to a Conspicuous Conflict of Interests?," Business Ethics Quarterly, Cambridge University Press, vol. 11(1), pages 89-108, January.
    • Handle: RePEc:cup:buetqu:v:11:y:2001:i:01:p:89-108_00
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    Citations

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    Cited by:

    1. Yuval Deutsch & Mike Valente, 2013. "Compensating Outside Directors with Stock: The Impact on Non-Primary Stakeholders," Journal of Business Ethics, Springer, vol. 116(1), pages 67-85, August.
    2. Samuel Mercier, 2001. "Enjeux éthiques des formules d'actionnariat des dirigeants," Post-Print hal-00155571, HAL.
    3. Knut Ims & Lars Pedersen & Laszlo Zsolnai, 2014. "How Economic Incentives May Destroy Social, Ecological and Existential Values: The Case of Executive Compensation," Journal of Business Ethics, Springer, vol. 123(2), pages 353-360, August.
    4. James J. Cordeiro & Rajaram Veliyath & Jane B. Romal, 2007. "Moderators of the Relationship Between Director Stock‐Based Compensation and Firm Performance," Corporate Governance: An International Review, Wiley Blackwell, vol. 15(6), pages 1384-1393, November.
    5. Amy J. Hillman & Christine Shropshire & S. Trevis Certo & Dan R. Dalton & Catherine M. Dalton, 2011. "What I Like About You: A Multilevel Study of Shareholder Discontent with Director Monitoring," Organization Science, INFORMS, vol. 22(3), pages 675-687, June.
    6. Y. Fassin & D. Gossselin, 2011. "The collapse of a European bank in the financial crisis: an analysis from strategic, stakeholder, ethical and governance perspectives," Working Papers of Faculty of Economics and Business Administration, Ghent University, Belgium 11/726, Ghent University, Faculty of Economics and Business Administration.
    7. Etienne Redor, 2016. "Board attributes and shareholder wealth in mergers and acquisitions: a survey of the literature," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 20(4), pages 789-821, December.
    8. Isaline Thirion & Patrick Reichert & Virginie Xhauflair & Jonathan Jonck, 2022. "From Fiduciary Duty to Impact Fidelity: Managerial Compensation in Impact Investing," Journal of Business Ethics, Springer, vol. 179(4), pages 991-1010, September.
    9. Yves Fassin & Derrick Gosselin, 2011. "The Collapse of a European Bank in the Financial Crisis: An Analysis from Stakeholder and Ethical Perspectives," Journal of Business Ethics, Springer, vol. 102(2), pages 169-191, August.
    10. Paul André & Samer Khalil & Michel Magnan, 2012. "The adoption of deferred share unit plans for outside directors: economic and social determinants," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 16(1), pages 81-105, February.
    11. Samer Khalil & Michel Magnan & Paul André, 2008. "The Adoption of Deferred Share Unit Plans for Outside Directors and Shareholder Wealth," Corporate Governance: An International Review, Wiley Blackwell, vol. 16(3), pages 210-224, May.
    12. Abdul Ghafoor & Rozaimah Zainudin & Nurul Shahnaz Mahdzan, 2019. "Factors Eliciting Corporate Fraud in Emerging Markets: Case of Firms Subject to Enforcement Actions in Malaysia," Journal of Business Ethics, Springer, vol. 160(2), pages 587-608, December.
    13. S. Certo & Catherine Dalton & Dan Dalton & Richard Lester, 2008. "Boards of Directors’ Self Interest: Expanding for Pay in Corporate Acquisitions?," Journal of Business Ethics, Springer, vol. 77(2), pages 219-230, January.

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