Cash Versus Incentive Compensation: Lawsuits and Director Pay

Posted: 27 May 2011 Last revised: 16 May 2012

Date Written: May 24, 2011


The role of the board of directors is to oversee managerial decisions and to protect the interests of shareholders. While director pay historically is a small cash fee, many corporations now use both stock and option grants as a part of a director's compensation. This paper examines whether this incentive pay aligns the interests of directors with those of the shareholders. We study the special case of shareholder lawsuits that specifically name the board of directors. These lawsuits indicate a breakdown in the trust and therefore the relationship between shareholders and directors. We find that when directors are paid with high incentive pay (designed to align their interests with shareholders) there is a greater incidence of lawsuits. Interestingly, greater cash compensation actually reduces the likelihood of a lawsuit.

Keywords: lawsuits, compensation, corporate governance, options

Suggested Citation

Minnick, Kristina and Crutchley, Claire E., Cash Versus Incentive Compensation: Lawsuits and Director Pay (May 24, 2011). Journal of Business Research, Forthcoming. Available at SSRN:

Kristina Minnick (Contact Author)

Bentley University ( email )

175 Forest Street
Waltham, MA 02154
United States


Claire E. Crutchley

Auburn University ( email )

415 West Magnolia Avenue
303 Lowder Business Building
Auburn, AL 36849
United States
334-844-3002 (Phone)
334-844-4960 (Fax)

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