Director Appointments and Board Dynamics
Job market paper
Abstract: This paper develops a model of director appointments and their impact on firm value. A new appointee can bring new ideas to the incumbent board and change the direction of the firm; CEOs anticipate their arrival and set board agendas. The model features two frictions: CEO moral hazard and costs that directors face when opposing the CEO. Shareholders may rationally avoid appointing the best available candidate, as there is a trade-off between appointing this candidate, who adds the most value through new ideas, versus appointing a lower-quality director who prevents value destruction. These results provide novel predictions on director appointments and a positive benchmark for interpreting the effects of director appointments.
