Despite what critics say, stock option grants are the best form of executive compensation ever devised. But just having an option plan isn't enough. You have to.
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- Executive Compensation - SGR Law
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- Chapter 19: Executive Compensation
- Looking Backward: Pay for Performance in the 1930s
Hall and Kevin J. The main goal in granting stock options is, of course, to tie pay to performance—to ensure that executives profit when their companies prosper and suffer when they flounder. Many critics claim that, in practice, option grants have not fulfilled that goal. Executives, they argue, continue to be rewarded as handsomely for failure as for success.
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As evidence, they either use anecdotes—examples of poorly performing companies that compensate their top managers extravagantly—or they cite studies indicating that the total pay of executives in charge of high-performing companies is not much different from the pay of those heading poor performers. The studies are another matter. Virtually all of them share a fatal flaw: they measure only the compensation earned in a given year. As executives at a company receive yearly option grants, they begin to amass large amounts of stock and unexercised options.
When the shifts in value of the overall holdings are taken into account, the link between pay and performance becomes much clearer. By increasing the number of shares executives control, option grants have dramatically strengthened the link between pay and performance. For both measures, the link between pay and performance has increased nearly tenfold since Given the complexity of options, though, it is reasonable to ask a simple question: if the goal is to align the incentives of owners and managers, why not just hand out shares of stock?
The answer is that options provide far greater leverage. For a company with an average dividend yield and a stock price that exhibits average volatility, a single stock option is worth only about one-third of the value of a share. The company can therefore give an executive three times as many options as shares for the same cost.
In addition to providing leverage, options offer accounting advantages. The accounting treatment of options has generated enormous controversy. On the other side are many executives, especially those in small companies, who counter that options are difficult to value properly and that expensing them would discourage their use.
The response of institutional investors to the special treatment of options has been relatively muted. They have not been as critical as one might expect. There are two reasons for this. First, companies are required to list their option expenses in a footnote to the balance sheet, so savvy investors can easily figure option costs into expenses. Even more important, activist shareholders have been among the most vocal in pushing companies to replace cash pay with options.
Executive Compensation - SGR Law
In my view, the worst thing about the current accounting rules is not that they allow companies to avoid listing options as an expense. That discourages companies from experimenting with new kinds of plans. As just one example, the accounting rules penalize discounted, indexed options—options with an exercise price that is initially set beneath the current stock price and that varies according to a general or industry-specific stock-market index. Although indexed options are attractive because they isolate company performance from broad stock-market trends, they are almost nonexistent, in large part because the accounting rules dissuade companies from even considering them.
The idea of using leveraged incentives is not new.
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Most salespeople, for example, are paid a higher commission rate on the revenues they generate above a certain target. Such plans are more difficult to administer than plans with a single commission rate, but when it comes to compensation, the advantages of leverage often outweigh the disadvantages of complexity. You also have to impose penalties for weak performance. The critics claim options have unlimited upside but no downside.
The implicit assumption is that options have no value when granted and that the recipient thus has nothing to lose. But that assumption is completely false. Options do have value. Just look at the financial exchanges, where options on stock are bought and sold for large sums of money every second. Yes, the value of option grants is illiquid and, yes, the eventual payoff is contingent on the future performance of the company.
But they have value nonetheless. And if something has value that can be lost, it has, by definition, downside risk. In fact, options have even greater downside risk than stock. Consider two executives in the same company. One is granted a million dollars worth of stock, and the other is granted a million dollars worth of at-the-money options—options whose exercise price matches the stock price at the time of the grant.
Chapter 19: Executive Compensation
The executive with options, however, has essentially been wiped out. His options are now so far under water that they are nearly worthless. Far from eliminating penalties, options actually amplify them. The downside risk has become increasingly evident to executives as their pay packages have come to be dominated by options.
Take a look at the employment contract Joseph Galli negotiated with Amazon. The risk inherent in options can be undermined, however, through the practice of repricing. When a stock price falls sharply, the issuing company can be tempted to reduce the exercise price of previously granted options in order to increase their value for the executives who hold them. Although fairly common in small companies—especially those in Silicon Valley—option repricing is relatively rare for senior managers of large companies, despite some well-publicized exceptions. Again, however, the criticism does not stand up to close examination.
For a method of compensation to motivate managers to focus on the long term, it needs to be tied to a performance measure that looks forward rather than backward. The traditional measure—accounting profits—fails that test. It measures the past, not the future. Stock price, however, is a forward-looking measure. Forecasts can never be completely accurate, of course.
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But because investors have their own money on the line, they face enormous pressure to read the future correctly. That makes the stock market the best predictor of performance we have. But what about the executive who has a great long-term strategy that is not yet fully appreciated by the market? Or, even worse, what about the executive who can fool the market by pumping up earnings in the short run while hiding fundamental problems? Investors may be the best forecasters we have, but they are not omniscient.
Option grants provide an effective means for addressing these risks: slow vesting. That delay serves to reward managers who take actions with longer-term payoffs while exacting a harsh penalty on those who fail to address basic business problems. Stock options are, in short, the ultimate forward-looking incentive plan—they measure future cash flows, and, through the use of vesting, they measure them in the future as well as in the present. If a company wants to encourage a more farsighted perspective, it should not abandon option grants—it should simply extend their vesting periods.
Looking Backward: Pay for Performance in the 1930s
Their directors and executives assume that the important thing is just to have a plan in place; the details are trivial. As a result, they let their HR departments or compensation consultants decide on the form of the plan, and they rarely examine the available alternatives.
While option plans can take many forms, I find it useful to divide them into three types. The first two—what I call fixed value plans and fixed number plans—extend over several years. The third—megagrants—consists of onetime lump sum distributions. The three types of plans provide very different incentives and entail very different risks. With fixed value plans, executives receive options of a predetermined value every year over the life of the plan. Fixed value plans are popular today. Fixed value plans are therefore ideal for the many companies that set executive pay according to studies performed by compensation consultants that document how much comparable executives are paid and in what form.
But fixed value plans have a big drawback. Because they set the value of future grants in advance, they weaken the link between pay and performance. Executives end up receiving fewer options in years of strong performance and high stock values and more options in years of weak performance and low stock values. The stock price has doubled; the number of options John receives has been cut in half. He ends up, in other words, being given a much larger piece of the company that he appears to be leading toward ruin. For that reason, fixed value plans provide the weakest incentives of the three types of programs.
I call them low-octane plans. Whereas fixed value plans stipulate an annual value for the options granted, fixed number plans stipulate the number of options the executive will receive over the plan period. Under a fixed number plan, John would receive 28, at-the-money options in each of the three years, regardless of what happened to the stock price. Here, obviously, there is a much stronger link between pay and performance.
Since the value of at-the-money options changes with the stock price, an increase in the stock price today increases the value of future option grants.