Designated Directors in the Boardroom: Their Impact on Governance and Performance and Shareholder Wealth Effects

This dissertation examines the appointment of designated directors on boards of directors. Designated director appointments are uncontested board appointments by activist investors, whereby normal nominating and voting election procedures are circumvented. Instances such as these, where directors are appointed rather than elected, are a form of shareholder access to the proxy. In this dissertation, new evidence is provided that is relevant to the proxy access debate by investigating the hypothesis that firms with appointed designated directors have different firm and governance characteristics than firms with elected directors. In particular, the following questions are asked: what are the shareholder wealth effects surrounding the announcement of (i) a designated director on a board, (ii) the appointment of a new designated director to a board, and (iii) a designated director continuing service on the board? Also, what firm and governance characteristics lead to the appointment of a designated director on the board? The answers to these questions can help determine whether firms with better corporate governance structures are more likely to have designated directors appointed to their boards because they are serving all shareholders’ interests, or whether firms with worse corporate governance are less likely to have designated directors appointed because of the board of directors’ insulation.