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However, directors of BD firms did not suffer similar penalties at non-BD firms, raising the question of whether reputation penalties for poor oversight of executive pay are large enough to affect the ex ante incentives of directors.We thank an anonymous referee, Bill Schwert (the editor), Sarah Bonner, Qi Chen, Tim Keune, Brian Miller, V. Narayanan, David Robinson, Mohan Venkatachalam, and participants at the 2010 University of Alberta Accounting Research Conference, 2010 UNC-Duke Fall Camp, 2010 Yale ECGI Oxford Corporate Governance Conference, 2010 Financial Management Association Annual Meeting, 2010 Conference on Empirical Legal Studies, 2011 Financial Accounting and Reporting Section Midyear Meeting, 2011 Management Accounting Section Midyear Meeting, 2011 American Law and Economics Association Annual Meeting, workshops at Baruch College, Columbia Business School, Concordia University, Duke University, Emory University, Fordham University, MIT, New York University, University of Southern California and University of Michigan for their comments and suggestions for their comments and suggestions.In 2007, the world's highest paid chief executive officers and chief financial officers were American. has the world's highest CEO's compensation relative to manufacturing production workers. A 2001 article in Fortune, "The Great CEO Pay Heist" encapsulated the cynicism: You might have expected it to go like this: The stock isn't moving, so the CEO shouldn't be rewarded.They made 400 times more than average workers—a gap 20 times bigger than it was in 1965. But it was actually the opposite: The stock isn't moving, so we've got to find some other basis for rewarding the CEO.` And the article quoted a somewhat repentant Michael Jensen [a theorist for stock option compensation]: `I've generally worried these guys weren't getting paid enough.

For example, the Sales Director's performance related bonus may be based on incremental revenue growth turnover; a CEO's could be based on incremental profitability and revenue growth.

Vesting can occur in two ways: "cliff vesting" (vesting occurring on one date), and "graded vesting" (which occurs over a period of time) and which maybe "uniform" (e.g., 20% of the options vest each year for 5 years) or "non-uniform" (e.g., 20%, 30% and 50% of the options vest each year for the next three years).

Other components of an executive compensation package may include such perks as generous retirement plans, health insurance, a chauffeured limousine, an executive jet, and interest-free loans for the purchase of housing. Due to their publications in the Harvard Business Review 1990 and support from Wall Street and institutional investors, Congress passed a law making it cost effective to pay executives in equity.

To be considered a long-term incentive the measurement period must be in excess of one year (3–5 years is common).

The vesting term refers to the period of time before the recipient has the right to transfer shares and realize value. For example, a CEO might get 1 million in cash, and 1 million in company shares (and share buy options used).

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