SØK460 Finance Theory, Diderik Lund, 4 April 2001 Options to employees ² Hall and Murphy: Options as (part of) salaries? ² Call options on shares in company for which one works ² Widespread in practice: – In particular to top management, CEOs, “executives” – May also be given to any other employees – To many employees when everyone’s e¤ort is important – U.S.A., 1998: 40 percent of total pay to CEOs – Norway, 1998: 22 percent of CEOs receive options ² Purpose: – Give incentives for (share-price-enhancing) e¤ort – Give incentives to stay with employer for several years – Save taxes compared to other arrangements (or vice versa)? – Perhaps share owners’ risk with employees? ² Similar arrangements: – Pro…t sharing, bonuses – Employee’s share ownership 1 SØK460 Finance Theory, Diderik Lund, 4 April 2001 Typical arrangements ² Some number of call options given as part of total pay ² How many? What exercise price? What expiration date? ² Various limitations on trading of option or shares: – “Personal” option: Cannot be resold – European option, must hold until expiration – Or limited American, must …rst hold some time, then may exercise during “window” – Sometimes: Obligation to keep shares some period after exercise (— not topic in Hall and Murphy) – (In that case: Exercise worth less than monetary S ¡ K) ² Complicated rules for taxation of receiving employee – Di¤erent in di¤erent countries – Option may be taxable when received or when exercised – May be viewed as capital income or labor income – No more details in this course 2 SØK460 Finance Theory, Diderik Lund, 4 April 2001 Hall and Murphy’s analysis ² Two main topics: Value to employee, and optimal design ² Value to employee: – Option values generally found by Black and Scholes – Valid for everyone who is free to buy and sell – Employees, however: Restricted diversi…cation – If accept options, forced to hold disproportionately much – “Too many eggs in the same basket” – Reduces value of options for these employees – More precisely: If only one personal option: B-S value – But the more personal options one gets, the lower value at margin – Would have been the same with shares with similar restriction – Underlying assumption: Cannot circumvent the restriction – Possible circumvention: Sell similar option in market – Or approximate, short sell share, or something correlated ² Optimal design: – How many options? What exercise price? What expiration date? – Hall and Murphy’s attention only on e¤ort incentive – “Optimal” incentive means strongest interest in high S 3 SØK460 Finance Theory, Diderik Lund, 4 April 2001 Valuation of option for employee ² Value de…ned as certainty equivalent in E[U] framework ² Speci…cally, compare two situations: ² In both, the employee has some wealth w at risk free rate rf ² In both, a number s of shares (price Pt ) in the company ² If in addition one option with exercise price X, ends up with WT = w(1 + rf )T + sPT + max(0; PT ¡ X) ² (Could have had investment in market portfolio also, but simplify) ² If instead some additional wealth V at rf , ends up with WTV = (w + V )(1 + rf )T + sPT ² The certainty equivalent V for the option is de…ned by E[U(WT )] = E[U (WTV )] ² E[U] is the expected utility function of the employee ² Certainty equivalent, V , will depend on utility function ² V thus di¤erent for di¤erent managers, even with same w; s 4 SØK460 Finance Theory, Diderik Lund, 4 April 2001 Solution for V ² Need assumption on probability distribution of PT ² One equation in one unknown, V , when U function known ² Cannot solve analytically (formula), but numerically ² Hall and Murphy …nd (numerically) the following: ² V decreasing in coe¢cient of relative risk aversion, ½ (Reasonable: Cash ‡ow from option is uncertain) ² V decreasing in s (Higher s means less diversi…cation) ² V increasing in w (Higher w means the option restriction counts for less) ² V also depends on B-S variables P0; X; rf ; ¾; T ² No detailed discussion of these — ¾ e¤ect not obvious ² Di¤erence C ¡ V is deadweight loss 5 SØK460 Finance Theory, Diderik Lund, 4 April 2001 Designing options for maximum incentives? ² Incentive from one option de…ned by slope, @V =@P ² Incentive from n options is @nV =@P ² Hall and Murphy split company’s decision in two parts: 1. For any amount k which is given as options to an employee: Maximize the resulting @nV=@P 2. Decide on how large k should be (for each employee) ² Only …rst of these two decisions is analyzed ² Assume owners are well diversi…ed (— not always true) ² Thus assume cost per option to company is B-S C max @nV=@P subject to nC = k X ² From diagram: X = P is close to maximum, but ‡at ² Shares instead of options, as if X = 0, not good for incentives 6 SØK460 Finance Theory, Diderik Lund, 4 April 2001 Conclusions in Hall and Murphy ² Common practice, X equals today’s P , is not bad ² Value to employees V can be substantially below cost to company, C ² Thus a lot of value is lost in order to provide incentives ² Support for employees’ claims that V is low compared with C Relation to material in other courses ² Limited diversi…cation known from Lund paper, “andre avdeling” ² Special case here: Can solve for V numerically ² Incentive problem known from micro theory of moral hazard ² Root of problem: Cannot pay according to unobserved e¤ort ² More detailed, exact model of incentives here 7 SØK460 Finance Theory, Diderik Lund, 4 April 2001 Application, Norway 2000 ² Relevance for Norwegian discussion: Value received by Åge Korsvold ² Mr. Korsvold was CEO of largest insurance company ² Had bought options in the company at below-B-S prices ² Options bought from outsiders with unknown motive ² Illegal for CEO to receive bene…ts from anyone other than company ² Did cheap call options in company represent a gift to Mr. Korsvold? ² Korsvold claimed (basically) that he paid V ² This claim is disputed ² Anyhow: Value (opportunity cost) to seller was B-S value ² Thus a “gift element” from seller’s point of view 8 SØK460 Finance Theory, Diderik Lund, 4 April 2001 Other issues ² Incentives during period until expiration? – Hall and Murphy consider incentives when options are received – Often two or three years until expiration – Incentives during that period will di¤er, Pt varies, T falls – More complicated problem to solve: Dynamically optimal design – Do not know solution – In particular, incentives very weak if Pt becomes much lower than X – Some companies then renegotiate, or reset X, or give new options – Incentive e¤ect of these practices, if known, are very bad ² Indexed options – Employees with options subject to unnecessary risk – Ideally: Should be remunerated according to own e¤ort – Future share price result of e¤ort and lots of other e¤ects ~m – Among the others: General economic situation, R – Could try to separate in‡uence of general economy ~m – Indexed options let exercise price ‡uctuate with R 9 SØK460 Finance Theory, Diderik Lund, 4 April 2001 Incentive e¤ects not covered in Hall and Murphy (Apart from their footnote 8) ² Incentive to stay with company – Some employee personal options linked to continued employment – If leave company, option cannot be used any longer – Strong incentive to stay with company as long as Pt > X – Useful for company, since training new employees is costly – Also useful for society, internalizing bene…ts from training ² Incentive to take more risk – Well known that B-S call option value increases with ¾ – Whether this holds for V depends on degree of risk aversion – When yes: Employee with call option will promote risktaking ² Incentive not to distribute dividends – Option owners normally not protected against dividend payouts – Will try to promote low dividends – E¤ect of such promotion depends on management’s strength – Shareholders may have other interests 10