The board may not be outright crooked - just self-interested. People who believe that CEO’s are a special breed with unique abilities will decide they should be rewaded accordingly. The CEO and his collection of lackeys, who hope to be CEO, are instrumental in picking the board. Are they going to pick someone who says “You guys are nothing special, the bozo running the shipping dock could do this…”?
Read Barbarians at the Gate for a running commentary on handpicking and bribing the baord, and then the CEO’s shock when they are forced on lawyers’ advice to do the legally proper thing and not give him special consideration, after all the cushy cocktail events, golf games, and a fleet of corporate jets at thier disposal…
The other issue is that CEO’s, many years ago, used to work their way up the company ladder. Ocasionally, someon would jump ship from one company to they other, but often in related industries, or well below the VP level. As a result, when they were selected as CEO, they were part of a team, they know the business, and they knew issues affecting the company. (Of course, if the company culture was ossified and top-heavy, theymay not recognize the problems).
In more modern times, CEO’s hop between unrelated companies; thinking that for example, running Pepsi qualifies you to do a better job running Apple than Steve Jobs could do. First, the risk of jumping ship to take on a new job requires extra compensation. A guy who spent 30 years with Acme Inc., as VP, would probably be kicked upstairs from CEO to board or something with a nice pension when he was done or proved to be inept. A CEO hired off the street needs a good incentive to jump ship, and a good parachute in case he has trouble finding a next gig when he leaves. It’s the classic long-term security vs. big money trade-off.
A CEO dropped cold into a businesss may be a breath of fresh air but more likely will have problems; he won’t know who around him is reliable or trustworthy, or how to negotiate his underlings’ office politics. (At that level, when the potential stakes are a multi-milion dollar position, the stakes are very high!). If he’s not familiar with the business, he’ at the mercy of powerpoint presentations and underlings’ recommendations.
Also, bonus used to be that - a bonus. Today, most compensation comes from the stock options and bonuses, and salary is close to irrelevant (only a few million…) This means that the handpicked boad can adjust pay every year instead of a fixed contract for a specific amount. Giving stock options where the option price is well below market price is odd too- why not just give them money and options at today’s market price?
The big problem is stock options. The incentive is to do what they can to increase short-term returns and boost stok proce, no matter what it means long term. Cutting R&D in a tech company is a fantastic profit-maker, because so much of the money goes into R&D. Long term, it’s gotta be the dumbest strategy sinced sliced soup. Ditto for laying off your staff and replacing them with contractors; or destroying morale with layoffs simply because a group of analysts suggest your headcount is too high based on their guidelines. But - these strategies are often done by CEO’s.
TO be fair, the impetus to boost stock price is driven by investors who are also involved in stock rentals (short-term stock owners). The whole industry is centered around self-serving short-term stock boosting over long term planning, but that’s a separate debate.