E xecutive compensation has long been a topic of significant debate. In recent years, the component of executive compensation packages generating the most controversy has been stock options. Companies use stock options to attract and retain executive talent while strengthening the relationship between executive compensation and performance of the company's stock price. In addition to providing incentives for grant recipients to increase shareholder value, stock options have also been used to reduce corporate taxes and to provide employees with compensation that does not require the company to make an immediate cash outflow. Critics of stock options, however, argue that the true expense of option compensation has historically been concealed in financial reports and that the accounting treatment of stock options, coupled with tax advantages for stock options relative to cash-based compensation, has contributed to an excessive use of option-based compensation. The battle that has taken place throughout the past decade over how to account for the use of options for financial reporting purposes has recently been settled; companies are now required under Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123R), to expense stock options granted to employees by using option-pricing methodologies designed to capture the underlying economic, or "fair," value of the option grant.1 A realistic (i.e., nonzero) estimate of the economic cost to the company of stock option grants must now be recorded as an expense in financial statements. Thus, one might expect that the controversy over the use of stock option grants would settle down. Opponents of stock option expensing argue, however, that companies are now more likely to manipulate other inputs that determine the reported value of option grants. In fact, as of 14 November 2006, at least 173 publicly traded companies have been identified as likely to have backdated stock option grants ("Digging Up Dinosaur Bones II" 2006). Backdating, described by some as the broadest corporate scandal in decades and the largest since the implosion of Enron Corporation, is the practice of selecting option grant dates on a retroactive basis to reflect a lower stock price than the stock price on the date the actual granting decision occurred. Because the number of options that may be granted to executives is often limited or fixed, backdating magnifies the financial gain to the grant recipient by lowering the strike price.2 With the benefit of hindsight, one can see that companies that backdate options are effectively granting in-the-money options. Some legal scholars contend that backdating option grants is simply a choice made by the compensation committee to grant in-the-money options. Although granting in-the-money options is not illegal, companies entangled in the scandal were typically not accounting for the backdated option grants as in-the-money options. As a result, compensation expense was underreported and net income was overreported for financial reporting purposes. Moreover, this practice of granting inthe-money options was usually concealed from shareholders. In addition, executive option plans approved by shareholders frequently specify that the exercise price of the options must not be lower than the fair market value of the stock on the date the grant occurred. The U.S. SEC and U.S. Department of Justice have taken the stance that the concealment of this practice from shareholders and the associated misrepresentation of financial statements constitute financial fraud. Ironically, for tax purposes, the improper accounting often results in an increase in corporate tax deductions, at least for nonqualified option grants. For nonqualified options, the spread between the exercise price and the market price of Randall A. Heron is an associate professor offinance and Tod Perry is an assistant professor of finance in the Kelley School of Business at Indiana University, Indianapolis. Erik Lie is an associate professor and Henry B. Tippie Research Fellow in the Henry B. Tippie College of Business at the University of Iowa, Iowa City.
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