Professor Paul Zarowin - NYU Stern School of Business Financial Reporting and Analysis - B10.2302/C10.0021 - Class Notes Executive Compensation - Stock Options events and dates: grant 7exercise/lapse/reprice terms and definitions Intrinsic Value Method APB #25 Fair Value Method SFAS #123 footnote disclosure and pro-forma NI EPS and dilution Executive Compensation - Stock Options Executive compensation via stock options relates to owners= equity thru the potential dilution that occurs if the options are exercised (see the dilution effects of options described in the module on EPS), since exercise increases the number of shares outstanding, with no effect on earnings. Additionally, when the options are exercised, shares are sold to executives for less than the current market price; in effect, current shareholders have Agiven away@ an ownership share for less than it is currently worth, thereby diluting the wealth of each current shareholder. Of course, this fact misses the key incentive feature of the option grant in the first place: the incentives helped the stock price to rise to its current level, above the exercise price. There are different types of executive stock compensation plans. The one that you are most familiar with from the financial press is the type of compensation where at the grant date (when the executive receives the options, usually at the end of the year) the exercise price (the price at which the executive can buy the shares) is equal to or greater than the company=s stock price. Such options are called out of the money, and it is not profitable to exercise the options at this time. Out of the money option compensation is not taxable to the executive at the time of grant, as if the option were worthless (of course it=s not). Some important factors pertaining to such options are the vesting period, the time between the grant date and the first available exercise date, and the option=s expected life, the time between the grant date and the expected exercise date. The original method (APB #25) to handle such options is called the intrinsic value method. The method=s key point is that the firm recognizes no compensation expense at the time of the grant [if the exercise price is equal to or greater than the company=s stock price]. Again, it=s as if the option were worthless. Compensation expense at the time the option is granted is recognized only for the excess of the market price over the exercise price at the grant date. Most options have the exercise price greater than or equal to the market price at the grant date, thus giving the executive an incentive to increase the stock price (presumably by good management) because only if the stock price rises will the options become worthwhile to exercise (called in the money). SFAS #123 allows companies to calculate compensation expense by the intrinsic value method or by the fair value method, under which even if the exercise price the grant date stock price, the options still have value (because of the potential for the stock price to rise). The fair value method recognizes compensation expense based on the fair market value of the options granted (which would be calculated based on an option pricing model). Companies can use either method, but if they use the intrinsic value method, they must show footnote disclosure of pro-forma net income and EPS under the fair value method (and the option pricing method used along with the method=s relevant assumptions). Under the fair value method, compensation expense equals the fair value of each option x the number of options that is expected to vest (i.e., the executive is expected to stay for the entire vesting period). This expense is then recognized on a straight line basis over the vesting period. The entry is: DR CR compensation expense paid in capital-stock options Note that compensation expense is measured only once for a given option, at the grant date. Subsequent changes in the option=s fair value are ignored. If the options are subsequently exercised, the entry is: DR CR cash received from exercise paid in capital-stock options (kill off previous CR) C/S par additional paid in capital If the options are never exercised, there is no further entry, and the CR to paid in capital-stock options remains. Since the options have value that matters to the executive and since they are granted in lieu of other valued consideration (even if the market price exercise price), the fair value method is the economically correct way to account for the compensation expense of executive stock options. Companies do not like it however, because it causes an expense (perhaps a large amount) to be recognized, whereas the intrinsic value method often shows no expense. This is especially important for small (high tech) startup companies that report low or negative income, but whose options might be very valuable due to expected future stock price appreciation. RCJ=s discussion on pages 774-782 summarizes some of the important issues surrounding the debate over this contentious financial reporting issue. Most companies still use the intrinsic value method, thereby avoiding putting the compensation expense of the options on the I/S. As RCJ discuss, the pro-forma disclosures required under this method often fail to reflect the full impact of the options on NI.