A Historical Look at Compensation and Disclosure: Cool and Refreshing!

Abstract

Compensation and Disclosure.

Compensation packages are intended to attract, retain, and motivate executives to perform in accordance with the long-term financial objectives of shareholders. Disclosure in the annual proxy is expected to be “clear, concise, and understandable.” And yet in recent years, compensation packages have grown increasingly complex in design and disclosure has grown correspondingly difficult to understand.

We explore this issue by comparing the compensation and disclosure of Lorillard in 1948 to that of 2009.

Topics, Issues and Controversies in Corporate Governance and Leadership: The Closer Look series is a collection of short case studies through which we explore topics, issues, and controversies in corporate governance. In each study, we take a targeted look at a specific issue that is relevant to the current debate on governance and explain why it is so important. Larcker and Tayan are co-authors of the book Corporate Governance Matters, and A Real Look at Real World Corporate Governance.

Keywords: board of directors, board structure, corporate governance, regulatory oversight

JEL Classification: G30, G34