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philosophy. I discussed this change with Centex Chairman and CEO Laurence Hirsch at his office in Dallas.
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Delves: What prompted you to decide to take the expense for options Hirsch: This decision was the result of years of frustration that options were not being properly valued by our management when evaluating long-term compensation programs. This was a free ride really, which resulted in a misallocation of corporate resources. It was uneducated granting. All I know is options are worth something. If we went out today and said, We want to give somebody options to buy Centex stock at the current price with a certain vesting schedule associated with it, then somebody would pay us for that option. I don t know what the number would be. But somebody would pay for that option, so clearly it has a value. If you are not evaluating or expensing stock options in any way, you re getting a dislocation in terms of decision-making. Delves: Your decision to expense stock options then requires you to look at these incentives in a new way. Options are not just something that s free that could be readily given away, but rather an incentive that has to be evaluated within the context of overall compensation. Hirsch: Exactly. For example how would you compare the value of a unit, such as restricted stock, to an option What multiplier would you use, given the fact that with restricted stock or a deferred unit, you ve got something real A stock option, however, is only as good as the appreciation of the stock after the grant date. Now tell me what is the valuation based on that Is it three options for one unit Four options to one unit Is it one to one What do you think is the right comparison Until now, that didn t matter because we weren t paying for options the way we were for other forms of compensation. But expensing options or figuring out some way to value them within the compensation system forces you to make that comparison. You have to decide how each is compared, and decide how the customer in this case the individual employee will value these various compensation instruments both in terms of perception and reality. That doesn t happen unless you somehow put a value on the option. Delves: The decision to expense options is part of a larger compensation philosophy that includes, among other things, paying for per-
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CHAPTER FIVE Valuing Options
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formance with specific targets that must be met not only by the corporation but each of its divisions. Hirsch: We ve come up with the correct compensation policy for the entire company, which has been disseminated to each of our divisions. It focuses on two things. First, we emphasize that the pillar of our compensation is performance-based metrics. Second, once we determine our own internal metrics, we test them to make sure that they re market-driven so that our rewards are properly calibrated with our peers. Finally, we want to make sure that our programs really do align us with the interests of our shareholders. Delves: How does this work within a framework of a decentralized organization, in which the divisions are each responsible for their own expenses, operating margins, and so forth Hirsch: The divisions are awarded options based on meeting specific performance targets. Once we are expensing options, that means whatever metric we have established whether it s a metric based on return or operating margin or whatever then everyone in the company and each of the divisions knows what targets qualify for an award. In addition to having to hit those numbers, the divisions know they have an additional expense to put into the formula, which will impact their annual cash bonuses. They have to be sure that they want to be granting options as incentives, and they have to be clear about how much they want to do. Delves: This forces another discipline on the divisions. They re not just getting free money through options. Hirsch: Absolutely. Our corporate center compensation is now generally based on growing the earnings of the company, whether it s 15 or 20 percent a year, whatever we decide is the right number, and giving certain returns on equity. We have to take a look and decide the impact of all these long-term plans, including stock options, on the ability to hit those numbers. So this runs both up and down the organization. Delves: You have made expensing stock options a very real issue, at the corporate level and at the business unit level, since the business units are being charged for the options that they grant. Hirsch: This is a very real issue. Let s say we now have 3 million shares more outstanding than we had prior to the issuance of options.
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