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That s 3 million shares at $45 a share or so. Obviously people paid something when they exercised the options, plus we got the tax deduction based on the difference between the exercise price and the market price. So the actual cash outlay from the company s standpoint is net of the exercise price plus the tax benefit. Nevertheless we ve got additional shares outstanding, and if we want to go back to the same numbers, we d have to buy in that stock and put out the additional cash necessary to eliminate the dilution. Delves As a result of executive pay over the years, companies have essentially written call options on 10, 15, or 20 percent of their equity. This is not a trivial event; it is very significant. The questions then become, what are the real costs associated with options What is the economic consequence of having all these options in the hands of executives and employees Hirsch: My question would be have the options been an appropriate incentive to positive behavior that is equal to the overall cost of the option I don t believe, as some pundits have said, options have been an incentive for bad behavior. I m talking about has it been an incentive for good behavior on a one-to-one basis. I m not sure they have. Part of it is the fact that the stock has not performed in accordance with earnings growth. I still believe that for most people, utilizing specific, controllable metrics is the best way to design compensation programs. To the extent that there are so many external forces that impact the price of the stock, you cannot necessarily relate performance solely to share price. That direct link is a little more tenuous. That doesn t mean that options shouldn t be granted. It does mean that there may be other as effective or more effective ways to compensate people than through the granting of stock options. Delves: Having worked with Centex for a number of years, I know everything is very performance-based. People outside the company, however, may just see the high numbers for compensation but not the slope that leads up to it or the fact that if performance drops off, pay drops off dramatically too. There is clearly a philosophy of performance-based pay here. Where did this come from Hirsch: It developed over time. I can t think of any specific moment in which we became a performance-based company. Looking back over the years, we always put some type of rules like everybody else has on various bonus plans. It made no sense to have all these plans that have performance hurdles, and then have stock options that have no performance hurdles. So it just came with the culture.
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Over time everybody was pushed to be very exacting in determining compensation programs and to making sure that as part of that philosophy, there are significant pay differences among people performing the same function, based on their performances. Delves: That is clearly what you ve done. In divisions that do well, executives receive far more options than those in divisions that do not do well. Hirsch: There is substantial differentiation between a poor performer and an exceptional performer. Delves: You spoke about the pillars of your compensation philosophy. Tell me more about them. Hirsch: The three principles are to be performance-based, marketdriven, and aligned with shareholders. We explain the principles to be used in designing compensation programs the questions we are asking them and the criteria they have to satisfy. Delves: How has that played out Hirsch: My compensation, for example, is paid out 85 percent on financial metrics and 15 percent on nonfinancial metrics. Our plan basically maxes out this year (2002), for instance, based on financial metrics of 20 percent growth in year-to-year earnings and a 20 percent return on equity. It moves down very rapidly if those numbers aren t hit. That s for the bonus, and the options work the same way. We also look at a lot of other metrics total operating margin of the company, among other things to make sure that we are aligning the corporate metrics with the operating company metrics. And, we keep coming back to the primary thing that corporate managers should be responsible for: growing earnings and giving an appropriate return on equity to the shareholders. We ve never linked it to stock price. While we re responsible for the stock, there are so many other external forces that impact it many more than simply growth of the earnings. Delves: Thus your metrics are based on what you can deliver to shareholders and what you can control. Hirsch: Right. That s consistent throughout the company. All of our plans on the division level are based on what is controllable. One of the things that we got rid of 15 years ago was a lot of allocations that forced services and expenses on the operating companies. With performance-based plans, there should be a concomitant commit-
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