The Design Of Multi‐Year Stock Option Plans

Despite the explosion in the corporate use of stock options, the incentives created by stock options are not well understood by either the boards who grant them or the executives who are meant to be motivated by them. A major source of confusion stems from the corporate practice of using multi‐year stock option plans. Such multi‐year grants create subtle, potentially important links between current performance and future grants that can significantly dilute incentives for better performance. For example, so‐called “fixed value” plans provide very weak, even perverse, incentives ex ante since the value of future option grants is completely insulated from current performance. Under such plans, an executive's reward for superior performance is to receive fewer options, and to receive more options for substandard performance. In contrast, the fixed number plan creates an intrinsic link between changes in this year's stock price and changes in the value of future option grants. The author also reports the findings of new empirical research that shows that stock option plans, taken as a whole, have a pay‐to‐performance correlation that is eight times stronger than that of salary and bonus. But, consistent with the analysis above, fixed value option plans have pay‐to‐performance that is only six times that of salary and bonus, as compared to ten times for fixed number plans.