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Copyright 2004 by The McGraw-Hill Companies, Inc. Click Here for Terms of Use.
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ACKNOWLEDGMENTS
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To the thought leaders who took the time to speak with me and to share their thoughts on compensation in general and stock options in particular. They include John Biggs, immediate past chairman and CEO of the Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF); Graef Bud Crystal, former compensation consultant, author, and columnist on executive compensation for Bloomberg.com; John Fiedler, former Chairman and CEO of BorgWarner; Larry Hirsch, Chairman and CEO of Centex Corp.; Gary Hirshberg, Chairman and CEO of Stonyfield Farm; Jim Leisenring, board member of the International Accounting Standards Board (IASB); Jon Najarian, options trader and principal of Mercury Trading and PTI Securities; Ronald Turner, Chairman, President and CEO of Ceridian Corp.; Nobel Laureate and economist Myron Scholes, coauthor of the Black-Scholes methodology for valuing options, and Paul Volcker, former Federal Reserve Chairman, member of the Conference Board Commission, and chairman of the International Accounting Standards Commission Foundation. To Scott Balutowicz, my associate at the Delves Group, for his valuable research and consistent cheerleading; and to Tricia Jacobs, who assisted with the graphics. To Ela Booty, who introduced me to my publisher. To my editor, Kelli Christiansen, for championing this project, for her enthusiasm, and for her valuable editorial guidance. And to my writer, Tricia Crisafulli, whose brilliance, speed, passion, partnership, and true caring for the message helped shape this book.
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(For more information about The Delves Group, please see our Web site at www.delvesgroup.com. To contact the author, send an email to optionsbook@ delvesgroup.com.)
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INTRODUCTION: STOCK OPTIONS A N D E X E C U T I V E C O M P E N S AT I O N
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There are only two reasons to write a book: the first is because you have a particular knowledge or expertise, and the second is because you feel passionately about something. Such are my reasons to write this book. I have been a consultant in the field of executive compensation for 20 years. I have seen the use of stock options rise as an everincreasing part of executive compensation. Now we re faced with a watershed event. Nearly a decade after a failed attempt to change the accounting rules, it appears as though Corporate America will be faced with the necessity to expense options. As this book goes to press, the Financial Accounting Standards Board (FASB) and its London-based counterpart, the International Accounting Standards Board (IASB), are drafting and finalizing proposed rules that will require stock options to be expensed. There has been heated debate over the accounting issue. Companies and consultants have been on both sides of the issue. To weigh in on the debate, I ll state for the record that I am an avid proponent of stock option expensing. Options have a real cost to the company, and they represent something of real value to the recipient. Stock options are a compensation event; they are part of people s pay. Thus stock options are an expense for the company; that s a given. But how that expense is determined and what its implications are for all companies need open and thoughtful debate. As a Chicago-based compensation consultant and principal of The Delves Group, I ve done my share of advising companies on using stock options. I ve recommended that companies follow the standard practice, which for many years meant doling out huge amounts of stock options. I ve explained how an accounting expense could be avoided under the current accounting rules (which I ll refer to in this book as the old accounting rules). It s part of my job to advise companies on the rules and how they work. I know the intricacies of the loophole and how to avoid running afoul of it. My stance in favor of option expensing may look like I m biting the proverbial hand that feeds me. Obviously executives and senior managers have benefited, and in some cases benefited richly from vast quantities of options granted under the old rules. The
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