Abstract
We study how the CEO's power over the board of directors affects pay levels and the structure of optimal compensation contracts and derive unexpected results. First, a more powerful CEO generally receives more pay and a contract with a higher pay-performance sensitivity (PPS) if firm performance is low. In contrast, if firm performance is high, more CEO power translates into less pay and a lower PPS. Second, considering a special case of our general model, we show that more powerful CEOs receive higher salaries, more stocks but a nonincreasing number of options. Third, we find that the presence of a powerful CEO generally leaves the optimal use of relative performance evaluation unaffected. However, we identify conditions under which the sensitivity of CEO pay to peer performance can be increasing in the CEO's power over the board. Overall, our results suggest that frequently used indicators of poor (or sound) compensation practices should be interpreted with care.
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