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Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences, Second Edition by Brian Tayan, David Larcker

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8. Executive Compensation and Incentives

In this chapter, we examine executive compensation and incentives. Executive officers develop the corporate strategy and business model, and they oversee daily management of the firm. Like other employees, executives require monetary compensation for their work.1 Compensation packages must be sufficient in terms of their level and structure to attract, retain, and motivate qualified executives to create shareholder or stakeholder value.

The compensation committee and the independent directors on the board approve the compensation program. In theory, this should be a simple exercise. The “right” amount of compensation to be paid is the minimum amount it takes to attract and retain a qualified individual. ...

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