Access, Common Agency, and Board Size

Abstract:     
We study the impact of the size of a firm's board of directors on managerial incentives. We present a model where a risk-averse agent (the top management team) performs multiple tasks for a firm that is controlled by multiple principals (the board of directors) who differ in the relative value they place on each task. We show that the agent's incentives are lower than they would be had the board been smaller. Our empirical results are consistent with the model's predictions. We find that the number of social objectives (community, diversity, environment, etc.) that a firm pursues is positively related to board size. Board size is negatively related to managerial incentives. We also find that firms incorporated in states with alternative constituency statutes (allowing boards to consider the interests of constituencies other than shareholders) pursue more objectives, have larger boards, and lower managerial pay-performance sensitivities. Our results are robust to the inclusion of various board and firm control variables and to a myriad of specifications.

Number of Pages in PDF File: 51

Keywords: Theory of the firm, Board Size, Governance, Compensation, Common agency

JEL Classification: G30, G34, J33, L21, M52

working papers series