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Copyright 2004 by The McGraw-Hill Companies, Inc. Click Here for Terms of Use.
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Paul Volcker: What I find fascinating is that, even though the market is down, executive compensation has not come down significantly. Stock options, in particular, have continued to be as high, or higher, as in the past. Don Delves: In recent years, you have been very vocal about your opposition to excessive use of stock options. Volcker: What I am opposed to are fixed-price stock options for large, broadly held companies. When you talk about stock options, it s easier to think about it the other way around. A private company that s a start-up can do what it wants. It can choose to give away stock in the form of options, largely because it doesn t really have any cash. I would say the same thing applies pretty much for a technological, publicly held company with a large concentrated ownership. However, when you get to most big, publicly held companies, the stockholder is not in charge. He s at the mercy of what the board says and the board does. The stockholder is pretty far removed in terms of direct decisions. And, except in the most egregious cases, you can get very big stock option grants in a very big company. And it still doesn t have that much dilution for the typical stockholder not enough that he s going to be charging the barricades over it! Delves: There are clearly times when stock options make sense and when they do not. For example, with a new company, options are a way to offer stock without really giving ownership, and they are a way to pay people without use of scarce cash. But there is absolutely no way that stock options are the best incentive for every single corporation in America and for every single executive in vast quantities. Volcker: We never would have had these excesses in executive compensation in my view, except for the growing popularity of stock options. People did not think they were giving away all that much. But when you have the greatest boom in the stock market in all of history, what they thought was very large and generous became grotesque. Delves: It s gotten to absurd proportions. Another interesting factor is when I assess the value of an option using the Black-Scholes (option valuation) formula. It used to be an option was worth 0.35 times the exercise price. Today it s 0.5 times the exercise price. The reason is because the volatility of the market has gone up. The primary thing that has made an option worth more is the fact that volatility is higher. At the same time that occurred, option grants have gone up 400 to 600 percent. It was a remarkable explosion.
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F I G U R E I-1 The Good, the Bad, and the Ugly of Stock Options
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Good: Options for start-ups and other cash-strapped companies; options that vest based on performance; options with exercise prices that vary with the market. Fixed-price options as part of a mix of performance-based incentives and/or required stock ownership. Fixed-price options for large, established public companies. Mega grants of fixed-price options to executives of large, established public companies. Mega grants of options to executives of poorly performing companies whose stock price has dropped precipitously.
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Volcker: Some people have made the calculation that 80 to 90 percent of the payoff from stock options must be capricious. The problem, however, was that in the midst of a stock market boom, everybody was getting paid off even if you weren t doing that well. And then it reached truly grotesque proportions when people were getting paid off when the company was going bankrupt! Looking at it in hindsight, and it is partly because of the bull market, you can see just how capricious stock options really were as a reward mechanism. There isn t much relationship between the reward and the effort, the ability, or the contribution. Delves: You have done a lot of work on board governance, particularly as it relates to executive compensation. How do you get boards to govern better Volcker: My favorite corporate governance reform is to have independent directors who make independent judgments and who have responsibility for oversight. That s a starting point. That s the kind of board you ought to have. But it s not going to be effective unless you get some kind of leader of the board who is able to coalesce that discussion. This says to me that the preferred way in an organization is a nonexecutive chairman. Find independent directors, not to be antagonistic, but to have the opportunity to discuss things among themselves, to put things on the agenda, and to demand things be put on the agenda. When something goes wrong and there is a real question about the CEO, then you have some ability to discuss it and take action.
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