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INTRODUCTION
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many chapters you will find questions to consider about stock options and executive compensation, as well as interviews with respected CEOs and other thought leaders. It is my hope through this book to foster a robust debate. The goal is to develop solutions that promote healthier companies and by extension a stronger economy.
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PA R T
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The Stock Option Problem
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Copyright 2004 by The McGraw-Hill Companies, Inc. Click Here for Terms of Use.
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CHAPTER
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Dimensions of the Problem
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Over most of the past decade America enjoyed an economic boom
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in which huge numbers of people benefited. Tremendous wealth was created for shareholders and shared with executives and employees on an unprecedented scale. Nowhere was this explosion in wealth more visible than in executive pay. From 1992 to 2000 median CEO pay increased by 340 percent, and most of that increase was due to the dramatic growth in stock options (see Figure 1-1). Stock options fueled the rise in median CEO total compensation (salary, annual incentives, and long-term incentives including stock option grants) from $1.8 million in 1992 to $6.1 million in 2000, according to The Conference Board.1 Mainstream American companies that dedicated 3 to 5 percent of their stock to option grants in the early 1990s increased that allocation to 12 to 15 percent, or more, by 2000. For technology companies, which have a history of giving out large stock option grants to all employees and especially to executives, the percentage is much higher. Today executive compensation in many companies is out of control and out of balance. Runaway stock option programs for executives have become a corporate epidemic. Born out of the intent to make executives think and act like shareholders, option grants created something entirely different: enormous incentives for executives to think and act like option-holders, with far shorter-term and riskier perspectives than is healthy for most companies.
Copyright 2004 by The McGraw-Hill Companies, Inc. Click Here for Terms of Use.
PART ONE The Stock Option Problem
There are many reasons behind the proliferation of executive stock options, including the prevailing accounting rules that allowed companies to grant large numbers of options as part of compensation packages for essentially no cost. The other and more dangerous reason was ineffective corporate governance. The spectacular explosion in executive pay over the last decade, driven by huge increases in stock option grants, is a symptom of a system with poor checks and balances and ineffective accountability measures. The massive transfer of wealth and value from shareholders to executives via stock options prompted only a few whimpers from shareholders and boards of directors. It has only been since the sharp decline in the stock market that the investing public and various investor groups have started to cry foul. Only after allegations of manipulation and fraud at Enron, WorldCom, and other companies were disclosed did we start to ask ourselves, how did Corporate America create this mess Part of the blame can be laid on excessive and escalating stock option grants and an executive pay system with limited and ineffective controls. The good news, however, is that the ongoing debate over new accounting rules for stock options has opened the door to a fresh perspective on the use of these derivative instruments as part of executive pay. Given its size in monetary terms and its far-reaching impact on the behavior and rewards for executives and employees, compensation deserves a full and intense discussion. Compensation ranks equal in importance to any major capital investment that a company makes and, therefore, should be subject to the same or greater financial rigor. Going forward the key issues of how and how much to compensate executives, and the impact of those decisions, will be based on a higher level of analysis. In the process Corporate America may not only find a cure for the options epidemic but also adopt far healthier compensation policies and practices. In this chapter the problem with options and how the prevailing accounting rules were a direct contribution to the problem will be reviewed. Since this book aims to provide a full and thoughtprovoking discussion of the issues surrounding stock options, the focus will not and cannot be on the problem alone. Nor is it wise to see stock options as symptomatic of executive greed. On the contrary greed and the desire to amass more are not only inevitable, they are also necessary components of the capitalist system. Execu-
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