Board games: How CEOs adapt to increases in structural board independence from management

This paper presents a model that incorporates the behavior of chief executive officers (CEOs) into an explanation of how boards of directors affect organizational outcomes. Hypotheses are tested with archival data on corporate strategy, CEO compensation, board structure, and demographics, together with data from an original survey of both CEOs and outside directors from 221 large- and medium-sized U.S. corporations. The findings indicate that(1) changes in board structure that increase the board's independence from management are associated with higher levels of CEO ingratiation and persuasion behavior toward board members, and (2) such influence behaviors, in turn, serve to offset the effect of increased structural board independence on corporate strategy and CEO compensation policy. Implications for theory and research on CEO-board power and effectiveness and the larger literature on power and influence are discussed.