[EliRivers]

Would they? I understand that in many cases, CEOs are often selected by, and their remuneration awarded by, boards made up of incestuous groupings of people who rely on each other in the same way. Their incentive is to award big paydays to each other.

Do you have any evidence that boards would not do this?

[andsoitis]

> I understand that in many cases, CEOs are often selected by, and their remuneration awarded by, boards made up of incestuous groupings of people who rely on each other in the same way.

Can you give one or two examples?

[ceejayoz]

Take a look at the bios on https://ir.homedepot.com/corporate-governance/board-of-direc... for an example. They're all C-suite folks from other large corporations; Marriott, United Technologies, American Airlines, etc.

[andsoitis]

What makes it "incestuous"?

[ceejayoz]

A bunch of CEOs sitting on each others' boards have little reason to constrain the growth of CEO compensation, and every reason to give each other golden parachutes.

[andsoitis]

How do you then explain cases where shareholders do not approve executive compensation? For instance: https://time.com/6184355/ceo-pay-investors-workers/

[ceejayoz]

Given the title of "Investors Are Finally Pushing Back", the explanation is presumably "people are getting fed up with boards doing this".

[EliRivers]

I understand it's typically not so brazen that two people are explicitly setting each other's pay, but an incestuous ecosystem. There's a fair amount of literature examining it and finding things to be concerned about.

For example, Baker, Bivens & Schieder (2019), "Reining in CEO compensation and curbing the rise of inequality", suggests that compensation for CEOs "is more likely to reflect CEOs’ close ties with the corporate board members who set their pay." https://www.epi.org/publication/reining-in-ceo-compensation-...

Bebchuk and Fried (2004), "The Unfulfilled Promise of Executive Compensation", is a literal book discussing it all; it suggests (amongst other things) that CEO remuneration is not always closely tied to company performance but can be influenced by peer benchmarking and the interdependence of corporate boards.

An old (1992) article in Management Review (V81, Issue 5) "Can we put the brakes on CEO pay?", contains suggestive ideas such as "Most CEOs have invited these people to be on board," Denton adds. "It's easy [for directors to be relatively generous.", so this is by no means a new situation.

And of course, veteran shareholder activist Rob Monks has been complaining about all this, and a lot more, for decades.

[samvher]

This Wikipedia page is worth a read: https://en.wikipedia.org/wiki/Interlocking_directorate