The Timing of CEO Stock Option Grants: Scheduled versus Unscheduled Awards

Abstract

This study seeks to provide insights into companies' decisions to issue stock options to CEOs on a scheduled or an unscheduled basis. We first document that unscheduled option awards provide CEOs with greater flexibility to influence the grant date stock price that leads to a lower exercise price of options and a higher accreted value realized at exercise. We then investigate whether the choice between unscheduled and scheduled awards is affected by the degree of CEO influence and the importance of stock options in CEO compensation. Consistent with expectations, we find that firms with greater CEO influence over compensation committees and boards and firms with greater use of stock options in CEO compensation are more likely to issue options to CEOs on an unscheduled basis. We also examine whether compensation committees and boards are effective in limiting CEOs' option timing manipulation for unscheduled awards and information timing manipulation for scheduled option awards. We find that, for firms that issue unscheduled options, boards that are less independent of management and that receive a greater proportion of director compensation from stock options allow greater management opportunism with respect to the timing of option awards. In contrast, for firms that issue scheduled options, we find no significant impact of board independence and director option compensation on the extent of management opportunism with respect to the timing of information releases around option awards.