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Boards of directors are being asked to allocate ever increasing percentages of shareholders future wealth to management. They are doing this with only rudimentary tools that compare their company s option grants with other companies . The questions neither asked nor answered are: what do these options really cost the company and our shareholders, and what are we getting in return For the past 8 to 10 years, a vast number of companies have hired people based on the false and unhealthy promise of come to work for us and you ll get rich quickly. Instead of choosing a company based on its culture, products, people, and career path, far too many employees have joined a company based upon the gamble for quick riches. We are now living with the legacy of those decisions. Because of our overreliance on heavy doses of stock options, America s compensation systems are seriously out of balance. As the vice president of human resources at a semiconductor company said, Today we have employees all over the board in terms of compensation. Because we relied so heavily on stock options as compensation, we paid little attention to salary administration. Consequently we have inequities in the system, and we are not appropriately rewarding performance. The solution to each of these problems is to adopt a multifaceted strategy, including: Determine and implement a mandatory expense for options a solution that everyone can live with. Fully assess the true value of options both the cost to the company and their perceived value to executives and other employees. Give boards of directors better tools for making decisions about options and other elements of executive compensation. To do that, boards have to start asking the right questions and demanding answers. In addition, company management as well as consultants must be far more thorough in providing information to boards.
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CHAPTER FOUR An Accounting Solution Everyone Can Live With
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Make options much more performance-based. This means performance granting, performance vesting, performanceaccelerated exercise prices, etc. Balance options with other incentive vehicles and stock ownership. Create a balanced portfolio of incentives, which carries the desired motivation and risk profile. Rethink employee/employer contracts. What is the company giving, and what is it getting What role do options play in the contract, if any In the next few chapters we will discuss each of these problems, their implications, and possible solutions. This is a vitally important exercise. As the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) seek comment and input on proposed rules, we must consider the implications of option expensing from every angle. In this chapter we will discuss the first piece of the strategy, which is to design and implement a mandatory expense for options. As discussed in 3 we are fairly certain that the option expense under the proposed new rules will be based upon the fair value at grant date. But that alone does not present the framework of an expense that everyone can live with. Granted at this point it is more important to have expensing rules than to debate the issue for another 10 years. The logical next step is to move forward and implement an expense that, although it is clearly a compromise, will put an end to the notion that options are free.
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While we have defined the term fair value at grant date in 3, we have not examined the implications. What challenges will companies face as they implement those rules What methodology should they employ What is the right way to think about the costs and benefits of options To address these questions The Delves Group organized a conference in July 2002. Participants included members of the IASB and the FASB, Dr. Myron Scholes and other prominent academics, and corporate executives. The purpose was to consider accounting issues in depth, as well as the broader problems and potential
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