Public Company Stock Incentive Plans Line by Line

Public Company Stock Incentive Plans Line by Line
Author: David E. Rubinsky
Publisher: Aspatore Books
Total Pages: 116
Release: 2011
Genre: Law
ISBN: 9780314276834

Written by practicing attorneys whose expertise includes advising clients on the implementation and operation of equity-based incentive compensation programs, Public Company Stock Incentive Plans Line by Line is a comprehensive examination of an omnibus, equity-based incentive plan for a US public company. It explains the reasoning behind the various provisions in the plan document, noting where certain considerations must be made to ensure compliance with applicable tax and securities laws. The book covers such key topics as award types, tax concerns, securities law matters, plan administration, and considerations relating to the process of marketing a plan to shareholders. This publication also notes where industry trends are headed in light of the increased public focus on equity-based compensation programs. Public Company Stock Incentive Plans Line by Line is a valuable resource for legal consultants and advisers, as well as officers and directorsespecially members of the compensation committeesand human resources personnel of public companies that maintain or are considering building equity-based compensation plans.

Stock Repurchases and Incentive Compensation

Stock Repurchases and Incentive Compensation
Author: Christine Jolls
Publisher:
Total Pages: 48
Release: 1998
Genre: Compensation management
ISBN:

A longstanding puzzle in corporate finance is the rise of stock repurchases as a means of distributing earnings to shareholders. While most attempts to explain repurchase behavior focus on the incentives of firms, this paper focuses on the incentives of the agents who run firms, as determined by those agents' compensation packages. The increased use of repurchases coincided with an increasing reliance on stock options to compensate top managers, and stock options encourage managers to choose repurchases over conventional dividend payments because repurchases, unlike dividends, do not dilute the per-share value of the stock. Consistent with the stock option hypothesis, I find that firms which rely heavily on stock-option-based compensation are significantly more likely to repurchase their stock than firms which rely less heavily on stock options to compensate their top executives. I find no such relationship between repurchases and restricted stock, an alternative form of stock-based compensation that, unlike stock options, is not diluted by dividend payments. These findings have implications for the study of other puzzles concerning firms' payout behavior, and for the study of the effects of executive compensation packages on managerial incentives.

Corporate Payout Policy

Corporate Payout Policy
Author: Harry DeAngelo
Publisher: Now Publishers Inc
Total Pages: 215
Release: 2009
Genre: Corporations
ISBN: 1601982046

Corporate Payout Policy synthesizes the academic research on payout policy and explains "how much, when, and how". That is (i) the overall value of payouts over the life of the enterprise, (ii) the time profile of a firm's payouts across periods, and (iii) the form of those payouts. The authors conclude that today's theory does a good job of explaining the general features of corporate payout policies, but some important gaps remain. So while our emphasis is to clarify "what we know" about payout policy, the authors also identify a number of interesting unresolved questions for future research. Corporate Payout Policy discusses potential influences on corporate payout policy including managerial use of payouts to signal future earnings to outside investors, individuals' behavioral biases that lead to sentiment-based demands for distributions, the desire of large block stockholders to maintain corporate control, and personal tax incentives to defer payouts. The authors highlight four important "carry-away" points: the literature's focus on whether repurchases will (or should) drive out dividends is misplaced because it implicitly assumes that a single payout vehicle is optimal; extant empirical evidence is strongly incompatible with the notion that the primary purpose of dividends is to signal managers' views of future earnings to outside investors; over-confidence on the part of managers is potentially a first-order determinant of payout policy because it induces them to over-retain resources to invest in dubious projects and so behavioral biases may, in fact, turn out to be more important than agency costs in explaining why investors pressure firms to accelerate payouts; the influence of controlling stockholders on payout policy --- particularly in non-U.S. firms, where controlling stockholders are common --- is a promising area for future research. Corporate Payout Policy is required reading for both researchers and practitioners interested in understanding this central topic in corporate finance and governance.

Stock-based Compensation and CEO (dis)incentives

Stock-based Compensation and CEO (dis)incentives
Author: Efraim Benmelech
Publisher:
Total Pages: 53
Release: 2008
Genre: Chief executive officers
ISBN:

Stock-based compensation is the standard solution to agency problems between shareholders and managers. In a dynamic rational expectations equilibrium model with asymmetric information we show that although stock-based compensation causes managers to work harder, it also induces them to hide any worsening of the firm's investment opportunities by following largely sub-optimal investment policies. This problem is especially severe for growth firms, whose stock prices then become over-valued while managers hide the bad news to shareholders. We find that a firm-specific compensation package based on both stock and earnings performance instead induces a combination of high effort, truth revelation and optimal investments. The model produces numerous predictions that are consistent with the empirical evidence.

Passing the Baton

Passing the Baton
Author: Richard F. Vancil
Publisher: Harvard Business Review Press
Total Pages: 352
Release: 1987
Genre: Business & Economics
ISBN:

An Introduction to Executive Compensation

An Introduction to Executive Compensation
Author: Steven Balsam
Publisher: Academic Press
Total Pages: 410
Release: 2002
Genre: Business & Economics
ISBN: 9780120771264

General readers have no idea why people should care about what executives are paid and why they are paid the way they are. That's the reason that The Wall Street Journal, Fortune, Forbes, and other popular and practitioner publications have regular coverage on them. This book not only proposes a reason - executives need incentives in order to maximize firm value (economists call this agency theory) - it also describes the nature and design of executive compensation practices. Those incentives can take the form of benefits (salary, stock options), or prerquisites (reflecting the status of the executive within the organizational culture.

Pay Without Performance

Pay Without Performance
Author: Lucian A. Bebchuk
Publisher: Harvard University Press
Total Pages: 308
Release: 2004
Genre: Business & Economics
ISBN: 9780674020634

The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

Equity-based Incentives and Shareholder Say-on-pay

Equity-based Incentives and Shareholder Say-on-pay
Author: Denton Collins
Publisher:
Total Pages:
Release: 2019
Genre:
ISBN:

We study the relationship between CEO pay-performance sensitivity, pay-risk sensitivity, and shareholder voting outcomes as part of the "say-on-pay" provision of the 2010 U.S. Dodd-Frank Act. Consistent with our hypothesis, we provide evidence that shareholders tend to approve of compensation packages that are more sensitive to changes in stock price (pay-performance sensitivity). Our findings are consistent with theoretical predictions that outside owners approve of equity incentives as a means of aligning managers' interests with those of shareholders. We also document that future changes to equity-based incentives are related to voting outcomes and that shareholders incorporate CFO incentives into their votes. Collectively, these results provide evidence of the importance of equity-based incentives from the perspective of those most concerned with firm value and of the effectiveness of say-on-pay as a governance mechanism. Accepted by Journal of Business Finance and Accounting in January 2019.