This document discusses executive compensation, including bonuses, stock options, and stock grants. It outlines how these compensation methods are intended to align manager and shareholder goals by tying executive wealth to shareholder wealth. However, the evidence is mixed on whether incentive-based compensation actually achieves this goal, as firm performance does not seem strongly correlated with executive pay. The document also provides examples of potential managerial conflicts of interest and self-serving behaviors that compensation aims to address.

1. By: 1. Kenneth A. Kim
John R. Nofsinger
And
2. A. C. Fernando

2. 3rd Lecture

3.  Lecture Outline
◦ Briefly discussion on principle-agent or agency
problem.
◦ How manager can effect different stakeholders.
◦ Examples of management self-serving activities
◦ Types of executive compensations
◦ There are advantages and disadvantages of bonuses and
permanent increases to salary.
◦ But the question is whether these incentives based
compensation really work or not.

4.  Corporations are separated in between
◦ Owners ( Stockholders)
◦ Controllers ( Officers and executives)
 This is the main cause of emerging problems.
◦ i.e. principal-agent problem or agency problem
 So effective solution is required i.e.
◦ Incentives ( in this chapter)
◦ Monitoring
 Incentives solution means;
◦ Tying executives wealth to the wealth of share
holders to share the same goal.

5. Potential Managerial Temptations
 Manager’s action can affect the following;
◦ Investors and lenders
◦ The firm’s customers and suppliers
◦ The firm’s employees
◦ And of course himself
 Good manager always think for the
stakeholders first-not in common practice.

6.  Examples of self-serving managerial actions
include;
◦ Shirking ( not working hard)
◦ Hiring friends
◦ Consuming excessive perks
◦ Building empires ( making the firm as much as
possible, even though it may hurt the firm’s per
share value)
◦ Taking no risks or chances to avoid being fired; and
◦ Having a short-run horizon if the manager is near
retirement-very dangerous

7. Types of Executive Compensation
 Company executives are compensated
through different ways
1. Base Salary and Bonus
 The CEO salary is determined through the
benchmarking method-surveying the peers
CEO salaries for compensation.
 CEO salary has drifted upward, getting nice
raises-competitive edge.

8.  New CEOs making more than current CEOs.
 Basic pay depends upon the characteristics of
the firm, rather than the characteristics of the
CEO.
 So, large firm CEO will get more than small
firm CEO.
 Small firm can’t afford large firm CEO and
vice versa.

9. S.No Company CEO Year Package
1 CHESAPEAKE ENERGY CORP Aubrey K. McClendon 2008 100,069,201
2 NABORS INDUSTRIES LTD Eugene M. Isenberg 2008 59,834,630
3 ORACLE CORP Lawrence J. Ellison 2009 56,810,851
4 MERCK & CO Fred Hassan 2009 49,653,063
5 GAMCO INVESTORS INC Mario J. Gabelli 2009 43,576,932
6 CBS CORP Leslie Moonves 2009 43,238,875
7 THERMO FISHER SCIENTIFIC INC Marc N. Casper 2009 34,283,774

10.  Cash bonuses depends upon the firm’s
previous year’s performance.
 Based on;
◦ Earning per share
 Net Income-Dividend on Preferred Stock
Average Outstanding Shares
◦ Earnings before interest and taxes
 Operational Revenue – Operating Expenses + Non
Operating Income
◦ Economic Value Added
 Earnings – Cost of Capital

11.  An advantage of awarding bonuses, as
opposed to giving large raises, is that
bonuses are one-time rewards for past
realised performances, while raises are
permanent additions to salaries for future
unrealised performances.
 Average bonus payments for CEOs in large
firm was $1.5 million in 2004.

12.  Advantages of Bonus
◦ Appreciation for past performance
◦ Motivation for future goals
◦ Focus on quality
◦ Focus on individual output
◦ Bring innovation and creativity
 Disadvantages of Bonus
 Costly for company
 Taxes from employees
 Fairness and Jealousy Issues

13.  Advantages of Permanent Addition to salary
◦ Brings loyalty to organization.
◦ No fairness and Jealousy issues
◦ Increase is not on the basis of past performance-
it’s a routine work of organization for employees.
 Disadvantages
◦ Discourage innovation and creativity
◦ No past performance appreciation.

14. 2. Stock Options
 The most common form of market-oriented
incentive pay
 It allows the executives to buy shares of stock
at a fixed price, called the exercise or the
strike price.
 The executives can get benefits from the
differences of prices i.e. Market price of the
stock minus strike price.

15.  That’s how you can align manager’s goal with
shareholder’s goals.
 This alignment will, somehow, overcome the
problem with the separation of ownership
and control.
 The most common length of the options
contract is 10 years.
 The median option-based award realized for
CEOs in large firms was $2.7 million in 2004.

16.  2.1. Options and Accounting
◦ Stock option is a cost for company, if there is a
difference between strike price and current stock
price.
◦ This cost was amortized over the life of the options.
◦ But if there is no difference between the strike price
and current stock price, then company need not to
report it as a cost in the income statement.

17.  “This award is treated as
capital gain, not as income,
which is an advantage to the
CEO because capital gain taxes
are lower than regular
personal income taxes.”

18.  Main Problem with the Grant Options
◦ Even if the stock options are no appeared on the firm’s
income statement, means no cost for company but a real
economic lose.
 A firm has 100 million outstanding share in the market ($1
per share)
 If the executives exercise their options and sell their options
(e.g. 10 million) in the stock market.
 Now this will increase the numbers of outstanding shares in
the market i.e. 100 + 10= 110 million shares.

19.  Cont:-
◦ This will directly effect the share price.
◦ Simple rule of demand and supply.
◦ Supply will directly effect the demand of share.
◦ $100 millions are available (by having 100 million shares
@ $1 per share)
◦ Now $100 millions are available ( by having 110 million
share @ $0.91 per share)
◦ So it’s a lose for shareholders.

20. 3. Stock Grants
 Because of the governance failure in late
1990s and early 2000s, many firms have
been looking for alternative forms of long-
term incentive compensation.
◦ A) Restricted Stock
 Includes limitation that requires a certain length of
time to pass or a certain goal to be achieved before the
stocks can be sold.

21. ◦ B) Performance Sharing
 Company’s stock given to executives only if certain
performance criteria are met.
 It could be viewed as bonuses for past performances.
 More valuable for the CEOs because the firm stock
prises has been increased.

22. Does Incentive-Based Compensation Work In
General
 Two ways to examine
◦ 1. Positive relation between firm’s performance and
management compensation (ex post evidence)
 The evidence show that the answer is pretty much “no”
(study conducted over 2000 CEOs)
 If the CEO have to increase the firm’s value by over $300
million to increase his/her compensation by a mere $1
million.
 So the pay for performance sensitivity is very low.

23.  2. Positive relationship between management
compensation and firm’s performances (ex ante
evidence)
 Perhaps CEOs or managers are risk-averse and their
salaries are already large so why should they take risk.
 But if CEOs or managers are risk-takers where risk
sometimes pays off and sometimes it does not.
 Finally, its difficult to relate the firm’s performances with
the management compensations.

24.  Summary
◦ We discuss briefly principle-agent or agency problem.
◦ How manager can effect different stakeholders.
◦ Examples of management self-serving activities
◦ Types of executive compensations
◦ There are advantages and disadvantages of bonuses and
permanent increases to salary.
◦ But the question is whether these incentives based
compensation really work or not.