Abstract: Taking M&A events of Chinese listed companies from 2016 to 2021 as a sample, this study examines the impact and mechanism of the external executive pay gap on diversification M&A decisions from the perspective of managerial decision-making. The findings are as follows: (1) A larger external executive pay gap leads to a greater tendency to choose diversification M&A in M&A decisions, a conclusion that remains valid after a series of robustness tests. (2) Mechanism tests indicate that reputation maintenance motivation and managerial entrenchment motivation are the main channels through which the external executive pay gap influences diversification M&A. Furthermore, internal agency costs and external analyst attention play a negative moderating role in the process of the external executive pay gap affecting diversification M&A decisions. (3) Heterogeneity analysis shows that the impact of the external executive pay gap on diversification M&A decisions mainly exists during the corporate growth and decline stages, and plays a significant role in cross-regional M&A. To improve the reform of the executive compensation system and optimize compensation incentive design, the design of executive compensation contracts should fully consider executives’ social preferences, establish a diversified evaluation system and incentive mechanism for executives, and continuously improve decision-making supervision mechanisms.

Key words: executive compensation, diversification M&A, external pay gap, corporate governance