Director Stock Compensation: An Invitation to a Conspicuous Conflict of Interests?
本文指出，公司高管薪酬争议未平，而董事会成员自定股票薪酬的做法可能引发更严重的利益冲突，包括期权目标设定、股票回购、期权重置等，最终可能侵蚀预期收益。
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.