Today, most firms provide equity-based incentive compensation to their non-executive directors. We summarize viewpoints supportive and critical of the development. We argue that the effectiveness of incentive compensation is related to the structure of the incentive pay contact. We discuss the use of options and shares as well as the issue of whether incentive pay should be geared toward current rewards or future incentives. We also discuss the critical issue of maintaining the ownership exposure of directors by providing sufficient levles of equity as well as placing restictions on cashing out. Using our arguments aboce, we suggest guidelines for constructing an optimal contract. We compare 289 incentive plans offered by public companies in the US during 1988-1998 and find that plans deviate significantly from the optimum.

Publication Date



10.1108/14720700410547495 ISSN:1472-0701 Note: imported from RIT’s Digital Media Library running on DSpace to RIT Scholar Works in February 2014.

Document Type


Department, Program, or Center

Accounting (SCB)


RIT – Main Campus