Using a hand-collected sample of more than 30,000 directors nominated for
election
over the period 2001–2010, we construct a novel measure of director proximity to elections—
Closeness-to-election.
We find that the closer a director is to her next election, the higher is CEO turnover–performance
sensitivity. Each year closer to director elections is associated with a 23% increase in CEO
turnover–performance
sensitivity. Three tests support a causal interpretation of the results. First, when we require
directors
to have a minimum tenure of three years, there is no material change in the results, suggesting
that
the timing of when directors join their boards is unlikely to drive the results. Second, we find
similar results when we use director Closeness-to-election on other boards as a measure of
proximity
to elections. Third, when we restrict the analysis to firms with unitary boards, there is no
material
change in the results, suggesting that director self-selection into firms with staggered boards
does
not drive the results. Cross-sectional tests suggest that, when other governance mechanisms are in
place, CEO turnover–performance sensitivity is affected to a lesser extent by
Closeness-to-election.
We conclude that director elections have important implications for corporate governance.