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Preface; 1. The Magnitude and Structure of Executive Compensation; The Magnitude of CEO Compensation; The Structure of Executive Compensation; Salary; Bonuses and Long-Term Incentive Plans; Restricted Stock Awards; Executive Stock Option (ESO) Awards; Other Forms of Compensation; 2. Corporate Governance, Agency Problems, and Executive Compensation; Corporate Governance; Agency Theory and Incentive Alignment; Corporate Governance, Incentive Alignment, and the Managerial Power Hypothesis; The Levers of Managerial Power; Limits to Pay on the Managerial Power Hypothesis; Assessing the Conceptual Conflict Between the Agency-Theoretic and Managerial Power Views of Executive Compensation; What about Ethics, Duty, and Justice?; Fiduciary Duty; Executive Compensation and Distributive Justice; 3. The Incentive Structure of Executive Compensation; The Incentive Revolution and Executive Compensation; Salary; Bonuses; Restricted Stock and Performance Shares; Executive Stock Options; Equity Compensation: Retaining the Employees You Have, and Attracting the Ones You Want; Different Instruments as Tools of Incentive Compensation; 4. Executive Stock Options and the Incentives They Create; ESO Incentives, Firm Practices, and the Effect of Accounting Rules; Option Pricing Models; Option Valuation Effects of Individual Option Parameters; The Option Pricing Model and Incentives; Executive Stock Option Design, Management, and Incentives; What Exercise Price?; Repricing and Reloading Executive Stock Options; The CEO’s Utility and the Desire for ESOs; 5. Executive Stock Option Programs: The Behavior of CEOs, Firms, and Investors; CEO Wealth, Pay, and Performance; Exercise of ESOs; BOX 1: Detecting Abnormal Stock Market Performance; Unwinding Incentives; 6. Executive Incentives and Risk-Taking; Equity Compensation and the CEO’s Risk Appetite; Executive Compensation and the Risk-Taking Behavior of CEOs; Incentive Compensation, Risk-Taking, and the Financial Crisis of 2007-2009; 7. Incentive Compensation and the Management of the Firm; Incentive Compensation and the Firm’s Investment Program; CEO Incentives and the Firm’s Financing Decisions; Compensation Incentives, Dividends, and Share Repurchases,; Corporate Mergers, Acquisitions, and Liquidations; Compensation Incentives and Corporate Risk Management; Compensation Incentives and Corporate Disclosures; 8. Perverse Incentive Effects: Executives Behaving Badly; Earnings Management; Option Games and Exploitation; Option Games: A Warning About Incentives in Executive Compensation; 9. Incentives in Executive Compensation: A Final Assessment; Incentive Compensation and the Level of Executive Pay; New Legislation and the Shaping of Incentives; How Dysfunctional is Executive Pay?; On Balance, Is Incentive Compensation Beneficial?; To Improve Executive Compensation, Improve Corporate Governance; Executive Pay, Continuing Inequality, and the Question of Justice; Appendix: Binomial Valuation Method for Executive Stock Options; Notes; References; Index

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