Are Director Equity Policies Exclusionary?

Abstract: This paper examines two recent trends relative to boards of directors’ compensation, and their potential incompatibility. There has been some progress in increasing board diversity, specifically the inclusion of women and minorities on boards. The increasing trend requiring directors to hold/purchase equity as a requirement of board membership may seriously compromise further improvements in diversifying boards. Also, an increasing number of companies compensate directors partially or fully in stock grants and options. These compensation policies may be exclusionary, especially for women and minorities, impacting the quality of boardroom discussions and decisions. This study systematically examines whether corporations requiring director equity are exclusionary toward women and minority directors. Contrary to being exclusionary, companies with director stock requirements and annual stock awards have greater representation by women and minorities on their board. Moreover, larger companies are both more likely to have such policies and have higher proportions of women and minorities on the board.