Do independent compensation committees, however, necessarily work in the best
interest of shareholders? In this study, we examine a social psychological mechanism
through which independent directors may be biased in favor of the management at
shareholders’ expense. Levi-Strauss (1969), Ekeh (1974) and Westphal and Zajac (1997),
among others, suggest that people with similar positions and prestige tend to look at
things out of the same lens, and they look out for each other even if they have no direct
ties.The directors who most likely fall into this category are those who are CEOs of other
companies, whom we call outside CEO directors. Useem (1984) observes that corporate
CEOs are a relatively homogenous and cohesive group. Therefore, they are likely to
sympathize with each other and may be inclined to support fellow CEOs in boardrooms
(Mace, 1971; Lorsch and Maclver, 1989; Lawler, 1990). In their comprehensive survey
paper on executive compensation, Jensen et al. (2004, p. 55) recommend that firms limit
the number of outside CEOs sitting on the board. They provide the following
explanation: