Here are the results to my random questions in last week’s blog entry.
Terminated Employees & Black-out Periods
Two-thirds of respondents (37 out of 54) do not subject terminated employees to black-out periods.
For those respondents that do subject employees to black-out periods, the majority (11 out 16 respondents), don’t make any accommodation for them. The terminated employees are simply expected to finance their exercises in a way that doesn’t involve an open market sale.
Two respondents noted in the comments that they would automatically exercise the options if they aren’t exercised by the end of the exercise period. One person noted that their black-out period is shorter than their post-termination exercise period, so this hasn’t been a concern for them.
Evaluating Stock Plan Administration
The majority of respondents don’t have any specific metrics that they use to evaluate the performance of the stock plan administration team (which probably explains why no one has responded to this question in the NASPP Discussion Forum).
Of the metrics suggested in the question, the most popular choices were:
Accuracy of reports produced for tax/financial purposes (7 respondents)
Total time spend on various tasks (e.g., employee inquiries, processing transactions, reporting) (4 respondents)
One respondent indicated that they are evaluated on their average time to resolve employee inquires/escalations and one respondent indicated that they are evaluated on the processing and direct costs per participant.
Some of the metrics suggested in the other comments were:
Timeliness and accuracy of all transactions, participant communications, and tax/financial reporting
Demonstration of increasing knowledge and ability to take on more complex tasks
Quality of response to employee inquiries/escalations
ESPP participation
Responsiveness to plan managers and various company contacts in addition to participants
Personally, I think that having at least a rough idea of how much time you spend on various tasks is an important and valuable metric to be aware of. It can be very helpful when trying to prioritize various initiatives and projects. For example, if tax reporting takes a huge amount of time compared to everything else you are doing at year-end, that might be an indication that you need to invest in improving your tax reporting processes.
I’m also a big fan of the ESPP participation metric, but only if you have the proper tools and resources to impact this (e.g., education budget, attractive plan, etc.)
Grant Conversion
Close to 90% (38 out of 43 respondents) don’t convert grant values into foreign currency before determining grant sizes for non-US participants.
I needed a quick blog entry for today (Jenn is on vacation), so I decided to do another poll with questions that have been posted recently to the NASPP’s discussion forum. If they apply to you, please take a moment to indicate your answers so we can help these folks out. As always, if you are a contractor that works with multiple clients, please answer for just one of your clients (preferably one that won’t otherwise complete this poll). Thanks for indulging me!
Lululemon, an athletic apparel company, recently received some attention from the media because one of their shareholders (a pension fund) is suing them over an increase to their bonus program that their compensation committee approved just before the company announced a $60 million recall. Emily Cervino of Fidelity forwarded an article (“C-Suite Addiction to Stock Options No Bonus for Shareholders“) on the development to me because she knows of my penchant for both stylish workout gear and stock compensation. It’s rare that I get to combine the two interests.
Arrrggh!
The author of the article uses the Lululemon story as a jumping off point to lambast stock options, eventually making the statement that “While stock options are a no-lose proposition for those who get them, they are a no-win situation for existing shareholders.” Which is ridiculous.
For one thing, as far as I can tell, the suit against Lululemon has nothing to do with stock options. The investors are suing over an increase to the executives’ bonus program, not stock options (the reporter’s tenuous connection is that sometimes incentive compensation takes the form of stock options). Moreover, stock options most certainly aren’t a “no lose” deal for employees, any more than they are a “no-win” proposition for shareholders.
In fact, grants of stock options, rather than cash bonuses, might have been a more palatable solution for shareholders in this case. Unlike bonus plans, stock option payouts are non-discretionary. Either the stock price appreciates or it doesn’t. The compensation committee can’t decide to just pay out more under the options (setting aside the possibility of repricing). And if the company announces a major recall just after options are granted, presumably the company’s stock price will decline and the options will be worthless. If the options aren’t worthless, the stock price didn’t decline and investors haven’t lost money as a result of the recall.
Even if we allow the possibility of repricing, most public companies can’t do that without shareholder approval. Bonus plans, however, can typically be changed with just compensation committee approval (unless the plan is intended to qualify as performance based compensation under Section 162(m)).
What Do Responsible Stock Options Look Like?
The conclusion of the article asks readers to comment on how stock options can be structured to reward workers and protect investors, which got me thinking about what responsible options look like for executives. Here are some of the components that I think make for an option program that aligns with shareholder interests:
No mega grants. Small options granted frequently; never more than a single year’s worth of shares in one grant.
Appropriately sized options for everyone, execs included. When granting to execs, the size of grants should be determined based on option fair value, consideration of several possible payout scenarios, and consideration of the amount of wealth the executive has already accumulated through the company’s compensation programs. I know this thought makes me a communist, but really, how much money does one person need?
No flipping for executives. Require executives to fund exercises through netting, sell-to-cover, cash, or other payment methods that don’t require a sale and implement a holding period on the shares issued to the executive. I’m fine with allowing the rank-and-file to flip, however.
Reasonable caps on the option gain for everyone, execs and rank-and-file. You should really be doing this for full value awards as well. It’s a smart way to reduce plan expense with minimal to no impact on perceived value.
Appropriate clawback policies on shares/gain for execs.
No single-trigger vesting acceleration on a change-in-control (for everyone, both execs and the rank-and-file).
No repricing of options held by executives. Only shareholder approved, value-for-value repricing for the rank-and-file, preferably in lieu of that year’s annual grants, with renewed/extended vesting, and cancelled shares that aren’t regranted are retired (rather than returned to the plan).
Normally I like to highlight benefits that we offer to NASPP members, but today I’m writing about something we don’t have: data on grant sizes. It’s something I get asked about occasionally, just frequently enough that I think it would be nice to have blog entry I could point to that explains why we don’t have this data.
Why Doesn’t the NASPP Offer Benchmarking Data on Grant Sizes
We don’t offer this data because you can’t look at award sizes in a vacuum. You need to look at awards as part of the company’s overall compensation package and include cash-based compensation and other benefit programs in your analysis. Companies that pay heavily in cash are likely to use less stock compensation and vice versa. Thus, you don’t want to set award sizes based on peer data without also knowing how the cash compensation (including salary, commissions, bonuses, and other long-term incentives) paid by your peers compares to your own. Doing so could result in severely over-compensating or under-compensating employees.
The same consideration also should be given to other benefit programs. For example, I recently spoke with a company that was implementing a stock award program to replace the company match in their 401(k) program. Because their stock awards are designed to make up for a lack in their 401(k) benefit, I would expect them to grant larger awards to more employees than a similarly situated company that has a more robust 401(k).
Stock compensation should be a component of your overall compensation package–the goal is to figure out what your overall compensation package should be, including cash, stock, and other benefits, and then figure out how much of that overall package you want to be in stock.
While we, here at the NASPP, are the leading experts on stock compensation, I admit that we don’t know beans about cash-based compensation and other benefit programs. Because we don’t have the expertise to properly evaluate other compensation data, we have decided that it would be inappropriate–perhaps even irresponsible–for us to publish data on grant sizes.
Ultimately, determining guidelines for grant sizes isn’t a do-it-yourself project. It’s not quite as simple as just looking at some survey data. There are numerous questions as to how grants, particularly stock options, should be valued for compensation purposes (we’ll have a great session on this at this year’s NASPP Conference–stay tuned for more information when we announce the program later this month). The number of shares you have available in your plan and how amenable your shareholders will be to additional share allocations (which will in part depend on your shareholder demographics, as well as your overhang and burn rate) are additional factors to consider when deciding on grant sizes. You would not want to set guidelines that cause you to run out of shares before you’ll be able to get your shareholders to approve an additional allocation of shares to the plan. In addition, any survey data lags behind the market, sometimes considerably. This is an inherent part of the survey process; it takes time to collect the results, analyze, and publish them so that by the time the results are published, the market has already changed.
Once awards are granted, mistakes as to size aren’t easy to fix. I encourage companies to work with a compensation consultant who can provide the appropriate benchmarking from peer companies with similar compensation strategies and benefits and can suggest adjustments based on differences in your strategies and other benefits. In addition, a consultant can help you assess the value of your overall compensation package as it compares to your peers, determine the appropriate way to value your own options and awards, and provide input into how the market has shifted since the survey results you are looking at were published. Grant sizes are one of the single most important decisions you are going to make about your stock program; it’s worth the investment.
Correction In last week’s blog entry (“News on the Proxy Advisors“), I got the name of ISS’s parent company wrong. Four times (at least I was consistent). It should have been MSCI (not MCSI). But don’t bother going back to look at it now to find the mistakes–I’ve fixed it.
NASPP “To Do” List We have so much going on here at the NASPP that it can be hard to keep track of it all, so we keep an ongoing “to do” list for you here in our blog.
Register for the 20th Annual NASPP Conference in New Orleans. Don’t wait, the early-bird rate is only available until May 31.
Register for the NASPP’s newly updated online Stock Plan Fundamentals program–it’s not too late to get into the course; all webcasts have been archived for you to listen to at your convenience.
I’m sure many of you are familiar with the limitations of the Black-Scholes model when it comes to valuing stock options for accounting purposes. Today I write about the problems of using the Black-Scholes model to determine grant sizes.
How Much Did Your CEO Make Off the Financial Crisis? A recent article in the Wall Street Journal (“Options Given During Crisis Spell Large Gains for CEOs” by Scott Thurm, April 26) discusses windfalls CEOs have seen in their stock options that were granted during the financial crisis. Many companies granted options to their CEOs when their stock price was at a low point. Because options are virtually always granted with a price equal to FMV (only 1% of respondents to the NASPP’s 2010 Stock Plan Design Survey, co-sponsored by Deloitte, granted premium-priced options), this results in a low exercise price.
Further compounding the problem is the method most companies use to determine how many shares to grant. 70% of respondents to the NASPP survey determine grant sizes based on, at least in part, the value of the grant. And for 85% of those respondents, for stock options, that value is determined using an option pricing model, such as the Black-Scholes model. What happens to the option value computed under one of these models when the stock price is low? The option value will be low as well. The end result is a larger grant, assuming companies are trying to grant a specified value. In addition to having a nice low exercise price, options granted during the financial crisis were for many more shares that would normally have been granted.
The upshot is that when the stock price recovers, the options are worth a lot of money. A lot more money than options granted during times of economic abundance, which seems counter-intuitive. Generally, options with low exercise prices are coveted by employees and executives; it hardly seems necessary to make these options larger than comparatively higher-priced grants.
What Can You Do About It
Well, at this point, there may not be much that you can do about options that have already been granted–although see my May 13 blog (“Eleven and Counting“) about GE and Lockheed Martin modifying options granted to their respective CEOs to vest based on performance. But you may be able to adjust your grant guidelines to address this sort of problem in the future. Here are some practices to consider:
Base grant guidelines on a set number of shares, rather than grant value. This number might be determined by the run rate or overhang the company desires to maintain.
Set a cap on the number of shares that can be granted to any one person, regardless of award value.
Base grant value on an average, rather than a spot value.
Cap the amount of gain that can be realized from option grants. Not only does this help address this problem but it can also reduce plan expense.
Grant premium-priced options, particularly when the FMV is unusually low.
Base grant sizes on projections of future gain for various possible growth scenarios.
Impose performance conditions on options granted to executives–this at least ensures that executives are performing, rather than merely benefiting from the general market recovery.
Be sure to tune into the NASPP’s upcoming webcast, “Equity Values of a Different Flavor,” which will discuss some of the problems with using option pricing models for compensation planning purposes and possible solutions.
Another Chance to Qualify for Survey Results Due to overwhelming demand, we have extended the deadline to participate in NASPP’s 2011 Domestic Stock Plan Administration Survey (co-sponsored by Deloitte) to June 10. Issuers must complete the survey to qualify to receive the full survey results. Register to complete the survey today–there won’t be any more extensions!
New “Early-Bird” Rate for the NASPP Conference If you missed the first early-bird deadline for the 19th Annual NASPP Conference, you can still save $200 on the Conference if you register by June 24. This deadline will not be extended–register for the Conference today, so you don’t miss out.
NASPP “To Do” List We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog.
Register for 19th Annual NASPP Conference (November 1-4 in San Francisco). Don’t wait; the new early-bird rate is only available until June 24.
Participate in the NASPP’s 2011 Domestic Stock Plan Administration Survey (co-sponsored by Deloitte, with survey systems support provided by the CEP Institute). You must complete the survey by June 10 to qualify to receive the survey results.