We investigate whether the firm’s corporate governance affects the
value of equity grants for its CEO. Consistent with the managerial
power view, we find that more poorly-governed firms grant higher
values of stock options and restricted stock to their CEOs after controlling
for the economic determinants of these grants. We show
that the negative relation between governance strength and equity
grants is not likely to be attributable to omitted economic factors
or substitution effects between governance strength and equity
incentives. As further evidence consistent with the managerial
power view, we show that firms with poorer governance in the
pre-Enron era cut back more on using employee stock options
(ESOs) for their CEOs in the post-Enron era, a period when the
accounting and outrage costs of ESOs increased, consistent with
poorly-governed firms taking more advantage of opaque ESO
accounting rules than better-governed firms. We show that the
association between governance strength and abnormal equity
grants is less negative in the post-Enron period than it was in the
pre-Enron period, consistent with firms making more efficient
equity-granting decisions after the corporate governance changes
mandated by the Sarbanes–Oxley Act of 2002 and the major US
stock exchanges took effect.