Based on the findings of ) that only a few executives are properly compensated, the purpose of this paper is to examine potential causes and consequences of CEO overpayment and underpayment. Ineffective compensation of the CEO represents a governance failure by the board of directors. Better understanding the reasons for such failures may help boards to correct their processes and to enact more effective governance. Boards must look beyond the normally constrained focus of agency theory to examine executive characteristics and motivation. Thus, tailoring compensation plans and governance to the executive and organizational context requires attention to a broader set of theoretical notions.

Using the ) work, this paper conceptually identifies and explains the causes and consequences of CEO overpayment and underpayment along with their implications for governance and future research.

This paper identifies potential reasons for CEO overpayment and underpayment. For example, in addition to poor hiring decisions and inadequately designed compensation plans, CEO overpayment can occur because of executive hubris and greed. Alternatively, CEO underpayment may occur because of a poorly designed plan, inadequate information about the external labor market and the executive’s interests in non-pecuniary benefits (e.g. socio-emotional wealth, altruism). Without proper monitoring and oversight by the board, firm performance commonly suffers.

This work extends our understanding of why CEOs may be overpaid (e.g. hubris, greed) and why some executives may accept underpayment (e.g. desire for non-pecuniary benefits from SEW or altruism). This paper explains the consequences of ineffective corporate governance practices that allow inefficient CEO compensation. Finally, this paper explores several contingencies that can affect the governance practices and research needed to enhance our knowledge of this important area.