Equity Incentive Plans and Board of Director Discretion over Equity Grants
研究股权激励计划如何赋予董事会自由裁量权,发现劳动市场压力和股价波动性增加时董事会获得更多裁量权,而股东对异常裁量权计划支持度较低,董事会利用裁量权在股价下跌时增加股权授予。
ABSTRACT Equity compensation is granted out of an equity incentive plan that must be approved by shareholders and cedes discretion over equity grants to boards of directors. We predict and find that equity plan proposals give boards more discretion over grants when the firm faces greater labor market forces and more volatile stock returns. When examining votes, we find that shareholders are less likely to support plans with abnormal discretion. We also find that boards with more discretion grant more equity in response to stock price declines. Lastly, we find that boards request additional shares when their ability to grant equity is more constrained by a smaller pool of available shares, and when they plan to increase equity grants. Overall our findings illuminate how firms balance needs to respond to labor market pressure and volatile operating environments against shareholder governance and oversight of equity compensation.