Public Thrift, Private Perks: Signaling Board Independence with Executive Pay
分析了董事会声誉关切如何影响高管薪酬，发现独立董事会压低公开薪酬以传递独立性信号，但更可能使用隐性薪酬或扭曲激励合同，且过度声誉压力或薪酬透明度可能损害股东利益。
ABSTRACT We analyze how boards' reputational concerns influence executive compensation and the use of hidden pay. Independent boards reduce disclosed pay to signal their independence, but are more likely than manager‐friendly boards to use hidden pay or to distort incentive contracts. Stronger reputational pressures lead to lower disclosed pay, weaker managerial incentives, and higher hidden pay, whereas greater transparency of executive compensation has the opposite effects. Although reputational concerns can induce boards to choose compensation contracts more favorable to shareholders, we show that there is a threshold beyond which stronger reputational concerns harm shareholders. Similarly, excessive pay transparency can harm shareholders.