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PART TWO Elements of the Solution
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decision, the company must recognize when granting options that it has taken on significant risk and significantly altered its capital structure and financing strategy. What it all boils down to is risk management. When a company grants options on 10 to 15 percent of its stock, it becomes a majorleague risk management issue. It makes sense then that the CEO and the board of directors should look at this issue from a riskmanagement perspective. Shouldn t this prompt the board to seek answers on why the company is engaged in such a risky transaction as granting a significant portion of the company s stock (and future growth) in return for services Wouldn t the board want to know how the company is being protected against this risk, and demand details about the return the company is getting for taking on this risk To our collective chagrin this has not been happening. What s been happening is nothing less than bad corporate governance. To be most effective, accurate, and responsible, companies must take the broader perspective of how options are used, why they are used, and what gains are realized from them. Luckily a vast body of knowledge can be applied to these tasks, from valuation models to actuarial calculations. Talking with people from human resources, finance, corporate treasury, options trading, mathematics, and economics, one can get a variety of different points of view on the subject. Now these disciplines must be brought together to develop and implement an accurate and workable means of valuing options, determining the cost and risks to the company, and recognizing the depth of this commitment and investment in human capital. The logical question then is what return does the company expect from this investment Those who should be asking the question are the boards of directors. But to do that effectively, boards must be equipped with the right questions and the right tools to evaluate the answers.
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WHAT DO YOU THINK
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Assuming you, as an individual, have stock options, what do you think they are worth to you personally How big a portion of your net worth is made up by stock options
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CHAPTER FIVE Valuing Options
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In what ways have your stock option holdings influenced your attitude and behavior What do you think stock options are worth to other people in your company Do you think there is a difference in perceived value depending upon: the level or position of the person; the quantity and frequency of options received; or their previous experience with stock options Assume the cost of an option to the company is 30 percent to 50 percent of the exercise price (if the exercise price is equal to the market price on the grant date). Do you think the cost to the company exceeds the value perceived by most executives and employees How do you think options influence the decisions, behaviors and risk orientations of the executives who hold them Do you think that large quantities of options cause executives to be more inclined to take greater risks If so, do you think that is a problem What do you think is the most effective way to motivate executives and managers to take appropriate risks that are in the best long-term interest of shareholders
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THE TRANSITION TO EXPENSING OPTIONS
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There are several solutions to the problem of how to expense stock options. Valuation models and formulas are part of the solution. The next question to ask is then how to make the transition to expensing stock options. Let s take a look at a company that has done just that. Centex Corporation, a nearly $9 billion, Fortune 500 company traded on the New York Stock Exchange, is a leading U.S. building company. It has operations in home building, home services, financial services, contracting and construction services, construction products, and investment real estate. In early 2002 Centex made the decision to expense stock options as part of its overall compensation
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