Using a director-level dataset of board proposal voting by independent directors of public companies, we
analyze the effects of career concerns and current reputation stock on independent directors in their voting
behavior. Younger directors and directors in their second (and last) terms, who have stronger career concerns, are
more likely to be aligned with investors rather than the managers. Their dissenting behavior is eventually
rewarded in the market place in the form of more outside career opportunities. Directors with higher reputation
stocks (measured by positive news media mentioning and the number of directorships) are also more likely to
dissent. Finally, we find that career concerns are significantly stronger among directors who already enjoy higher
reputation.
展开