Pay without Performance

The Unfulfilled Promise of Executive Compensation

Lucian Bebchuk

Jesse Fried

    Preface

    Introduction

    PART I. THE OFFICIAL VIEW AND ITS SHORTCOMINGS

    1. The Official Story

    2. Have Boards Been Bargaining at Arm's Length?

    3. Shareholders' Limited Power to Intervene

    4. The Limits of Market Forces

    PART II. POWER AND PAY

    5. The Managerial Power Perspective

    6. The Relationship between Power and Pay

    7. Managerial Influence on the Way Out

    8. Retirement Benefits

    9. Executive Loans

    PART III. DECOUPLING PAY FROM PERFORMANCE

    10. Non-Equity-Based Compensation

    11. Windfalls in Conventional Options

    12. Excuses for Conventional Options

    13. More on Windfalls in Equity-Based Compensation

    14. Freedom to Unwind Equity Incentives

    PART IV. GOING FORWARD

    15. Improving Executive Compensation

    16. Improving Corporate Governance

    Notes

    References

    Index

  • Cover: Pay without Performance

Lucian Bebchuk is Professor of Law, Economics, and Finance and Director of Program on Corporate Governance at Harvard Law School.

Jesse Fried is Professor of Law and Co-Director of the Berkeley Center for Law, Business, and the Economy at the University of California, Berkeley.