said by patcat88:
Boards don't think. They show up reluctantly once or twice a year for a few hours since they are paid little if anything. They never read in deep, or have someone from the corp explain to them the proposals by phone the day before to get rubberstamped the next day. All the members have day jobs at other fortune 500s or in govt. Boards only exist to recruit investors and job placement obligations for their college frat/secret society buddies.
Actually, they do think...about each other.
The members of the boards often sit on multiple ones and many members are CEOs of their own companies. So while one guys gets his "compensation" approved at one meeting, he approves the compensation of another fellow member at another meeting. Most look for short term payoffs instead of long term viability and that is why companies really need to start treating CEOs as owners; get paid when you do well.