Two Days Left!
You have just two days left to take advantage of the early-bird pricing on the 24th Annual NASPP Conference. The Conference will be held from October 24-27 in Houston and the early-bird rate ends tomorrow, Friday, September 9. Register today!
Three Steps Towards a Fresh Start this Fall
Andrea Best of Stock & Option Solutions has posted a new NASPP Career Corner Blog on three steps to give your career a boost now that summer is over: take stock of your progress towards your goals, get organized, and take action.
NASPP To Do List
Here’s your NASPP To Do List for the week:
The question of the role of compensation in encouraging risk-taking and cheating on the part of executives is an ongoing debate (for example, see “CEOs with Stock Options Are More Likely to Break Laws,” by Dylan Minor, Harvard Business Review, May 26, 2106). But a couple of recent studies that I heard about on a podcast make me wonder if it isn’t the amount or type of compensation that is the problem but more so the disclosure of it.
The Studies
I make dinner every night and doing so invariably involves endless chopping of vegetables. This gives me a LOT of time to listen to podcasts. One podcast I listen to regularly is NPR’s Hidden Brain, which discusses patterns in human behavior. A recent episode (“The Cheater’s High and Other Reasons We Cheat“) discussed social science research on cheating, specifically the social contexts in which people cheat.
The podcast discussed one study (“Cheating More for Less: Upward Social Comparisons Motivate the Poorly Compensated to Cheat” by Leslie John of Harvard Business School, George Loewenstein of Carnegie Mellon University, and Scott Rick of the University of Michigan) that found that people are more likely to cheat when they are aware that others are doing better than them. The subjects of the study were compensated at varying rates for performing a self-reported trivia task. The subjects were more likely to cheat when they knew that others in the experiment were earning more than them. The more easily they had access to the information about how others were compensated, the more likely they were to cheat. According to the authors of the study:
Our results suggest that low pay-rates are, in and of themselves, unlikely to promote dishonesty. Instead, it is the salience of upward social comparisons that encourages the poorly compensated to cheat.
A second study (“Winning a Competition Predicts Dishonest Behavior” by Amos Schurr of Ben-Gurion University of the Negev and Ilana Ritov of the Hebrew University of Jerusalem) found that people who won a competition were more likely to cheat on subsequent unrelated tasks. The propensity to cheat was tied directly to winning (i.e., performing better than their peers), not succeeding at personal goals or in games of chance.
Executive Compensation Disclosures and Cheating
When I listened to the podcast, I immediately thought of the executive compensation disclosures in the proxy statement. The disclosures provide an easy way for executives to compare their pay to their peers’. Not only is the information readily available on the SEC website, but it is fodder for any number of published studies on executive compensation. For proof, just look at the NASPP’s Surveys & Studies Portal. I count at least four or five such studies that are published annually, one of which is published in the Wall Street Journal. And that’s just among the studies that I have permission to post on the website. I’m sure there are more that I’m not aware of. If you are among the top five highest executives, I’m pretty sure you have an idea of how your compensation compares to your peers’.
On top of that, in recent years executive pay has shifted more and more towards performance-based compensation, which enables executives to increase the amount they are paid by improving company performance. We’ve also seen a significant shift toward measuring performance based on relative TSR—that is, how well a company performs as compared to its peers. Companies that rank higher against their peers “win” and those executives are paid more. Given the results of the two studies described above, this seems like a recipe for executives to cheat.
Due to the Labor Day holiday, only one NASPP chapter is hosting a meeting this week:
Seattle: Barbara Klementz of Baker & McKenzie presents “The Global Equity Round Up: Latest Developments and Tricky Issues.” (Thursday, September 8, 11:30 a.m.)
In what is possibly the least controversial decision ever made by the IRS, the agency has adopted its proposed amendment to the procedures for filing Section 83(b) elections, eliminating the requirement that taxpayers file a copy of the election with their tax return for the year that they make the election.
It’s Nice that We Can All Agree on Something
The amendment, which was proposed last year (see “IRS Proposes Amendment to 83(b) Election,” received no comments at all. Zip. Zero. No one requested a public hearing and no hearings were held. Cue the sound of crickets (ok, technically that’s the sound of frogs—I don’t have a video of cricket sounds). Hence the amendment was adopted with no changes from the original proposal.
Background
In the context of stock compensation, Section 83(b) elections are most frequently filed when employees exercise stock options prior to vesting. They are also sometimes filed upon grant of restricted stock. The election accelerates the taxable event for the award to the date of exercise (in the case of stock options) or grant (in the case of restricted stock). Employees wishing to file a Section 83(b) election must submit the election to their IRS service center within 30 days of the event triggering the election. Employees must also provide a copy of the election to their employer. Prior to this proposed amendment, a copy of the election also had to be included with employees’ tax returns for the year.
Now that the IRS is encouraging taxpayers to file tax returns electronically, the requirement to include the election with tax returns has proved to be problematic, since few efiling systems can attach a scanned document to the return. There was also a concern that taxpayers might be able to revoke an election after the 30-day election period by simply failing to include it with their tax return.
Effective Date
The amendment is effective for transactions occurring on or after January 1, 2016 but the IRS permitted taxpayers to rely on it for Section 83(b) elections filed in 2015. For more information, see the NASPP Alert “IRS Finalizes Amendment to Section 83(b) Election.”
More Frogs and Tax Developments
I took that frog sound video when I was visiting the Hilton Americas – Houston where the 24th Annual NASPP Conference will be held. It’s at a pond in the park across the street from the hotel. You know what else you can do in Houston besides hear the awesome sound of frogs at night? You can get an update on this and other recent tax developments directly from IRS and Treasury staffers during the session “The IRS and Treasury Speak.” Register by September 9 for the early-bird discount.