In an otherwise interesting article on bloated CEO paychecks, the NYT almost entirely neglected the role of corporate directors. The directors are the people who determine CEO pay. It is their job first and foremost to hold down CEO pay in the interest of protecting shareholders.

As a practical matter, the directors rarely serve as an effective check on pay because they often owe their position as a director to the CEOs. They tend to view their directorships as a sort of sinecure, giving them hundreds of thousands of dollars a year for attending a small number of board meetings. Many directors serve on multiple boards, sometimes racking up over $1 million a year in the process.

This was the motivation for CEPR's Director Watch and its partner project with the Huffington Post, Pay Pals. Corporate directors are generally prominent public figures. (This is the reason they are selected.) These people fail the shareholders and really the whole country when they do not impose restraint on CEO pay.

How often at board meetings do they ask if they could get a comparably talented CEO from Europe or Japan, or even China, at a lower cost? Most likely this question is never raised, which means that corporate directors are not doing their job -- they are ripping off the shareholders in taking excessive pay while allowing the CEOs to write their own blank checks. 

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