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Independent executive directors: How distraction affects their advisory and monitoring roles

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  • Stein, Luke C.D.
  • Zhao, Hong

Abstract

Active corporate executives are a popular source of independent directors. Although their knowledge, expertise, and network can bring value to firms on whose boards they sit, independent executive directors may be more likely to be distracted than other directors due to their outside executive roles. Using newly constructed data linking independent directors to their employers, we identify periods when employers' poor performance may distract them from board service. We find that firms with distracted independent executive directors have lower performance and value, higher CEO compensation, reduced CEO turnover-performance sensitivity, lower earnings quality, and lower M&A performance. These adverse effects are mainly driven by distracted directors who sit on relevant committees, and are stronger for small boards.

Suggested Citation

  • Stein, Luke C.D. & Zhao, Hong, 2019. "Independent executive directors: How distraction affects their advisory and monitoring roles," Journal of Corporate Finance, Elsevier, vol. 56(C), pages 199-223.
    • Handle: RePEc:eee:corfin:v:56:y:2019:i:c:p:199-223
    DOI: 10.1016/j.jcorpfin.2019.02.003
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    More about this item

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • M12 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Business Administration - - - Personnel Management; Executives; Executive Compensation
    • M41 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Accounting - - - Accounting

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