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Characteristics of Firms Responding to Underwater Employee Stock Options

JOURNAL OF MANAGEMENT ACCOUNTING RESEARCH

V olume Twenty

2008

pp.107–132

Characteristics of Firms Responding to Underwater Employee Stock Options: Evidence from Traditional Repricings,

6&1Exchanges,and Makeup Grants

Valentina L.Zamora

Boston College

ABSTRACT:I examine the characteristics of?rms choosing to respond to underwater

employee stock options using one of three stock-option-based responses.A traditional

repricing offers a new and lower exercise price to restore the incentive alignment and

retention power lost in underwater options,but is subject to potential expense rec-

ognition.A6&1exchange likewise restores what was lost in underwater options,but

avoids potential expense recognition by delaying the issuance of replacement options

until six months and one day later.A makeup grant potentially increases the total option

value lost and avoids potential expense recognition,but is more dilutive since old un-

derwater options are not cancelled.Results indicate that makeup grant?rms have

relatively deeper underwater options with shorter expected remaining lives.Makeup

grant?rms also issue these options to more non-executives compared to traditional

repricing?rms.I also?nd that while both makeup grant and6&1exchange?rms have

less insider ownership and historically report positive income more so than traditional

repricing?rms6&1exchange?rms have greater overhang than makeup grant?rms.

Taken together,a possible explanation for these results is that?rms that have more

incentive alignment and/or retention power lost in underwater options prefer makeup

grants that potentially increase total option value for its non-executive optionholders.

However,when dilution from options is also a concern,it appears these?rms may opt

for a6&1exchange.In addition,it is possible that the choice of response is associated

more with the desire to avoid recognizing option expense,rather than with potential

rent extraction opportunities,as critics claim.

Data Availability:Data is available upon request.

INTRODUCTION

T his study examines the characteristics of?rms responding to employee stock options to provide some possible explanations for which types of?rms choose which re-sponse.When stock prices fall drastically below the exercise price of many employee stock options,the pay-to-performance linkage in the options is severely weakened and valuable employees may opt to leave the?rm.Thus,?rms face the dif?cult decision of I gratefully acknowledge the help of my chair,Terry Shevlin,and members of my thesis committee,Bob Bowen, Dave Burgstahler,and Jennifer Koski.This paper has bene?ted from comments by the editor,two anonymous reviewers,and workshop participants at the AAA Annual Meeting,Baruch College–CUNY,Boston College,Boston University,London Business School,Syracuse University,University of British Columbia,University of Massa-chusetts Boston,University of Oregon,and University of Washington.Any errors are the sole responsibility of the author.

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Journal of Management Accounting Research,2008

how to respond to these ‘‘underwater’’stock options.While there is more research on

whether ?rms respond or not to underwater options,research on ?rms’choice of response

to underwater options is limited because the responses not chosen by ?rms are generally

unobservable and changes in option terms or compensation mix concurrent with the inci-

dence of underwater options are not readily identi?able.This study responds to the call for

research on the characteristics of ?rms choosing certain responses to underwater options,

a topic that remains an open and important empirical question (Murphy 2003).

I focus on three responses to underwater options because they are all stock-option-

based responses and each has key features that distinguish it from the others:traditional

repricings (lowering the exercise price of underwater options or canceling underwater op-

tions and issuing at-the-money options at the same time);6&1exchanges (canceling un-

derwater options and issuing at-the-money options six months and one day later);and

makeup grants (not canceling underwater stock options and issuing new at-the-money op-

tions at the same time).By design,traditional repricings replace old options and so restore

the option value lost in underwater options,but give rise to variable accounting treatment

resulting in potential expense recognition.1The 6&1exchanges also replace old options

and so restore the lost option value but avoid variable accounting treatment.Critics claim

however that 6&1exchanges are vulnerable to potential perverse incentives for option-

holders to lower the stock price during the six-month waiting period until replacement

options are issued (e.g.,Norris 2002).Like 6&1exchanges,makeup grants avoid variable

accounting treatment.However,its critics argue that makeup grants provide an additional

means of rent extraction for optionholders and potentially increases ownership dilution

because the old underwater options remain outstanding (e.g.,Silverman 2001).Because of

these distinguishing features,examining the characteristics of ?rms choosing among these

three responses provides a rich setting in which to begin to understand the trade-offs ?rms

make in compensation design choices to address incentive alignment,retention,and other

considerations (Core et al.2003).

Using a hand-collected sample of 234?rms choosing observable,stock-option-based

responses to underwater options,I describe which kinds of ?rms choose which response.I

?nd that compared to traditional repricings or 6&1exchange ?rms,makeup grant ?rms

have deeper underwater options,grant options with shorter expected lives,and have less

executive shareholdings.I also ?nd that compared to 6&1exchange ?rms,makeup grant

?rms grant proportionately more options to non-executives and have less overhang.In

addition,compared to traditional repricing ?rms,makeup grant ?rms and 6&1exchange

?rms are more likely to recently report positive income.

These results are consistent with ?rms that have lost more incentive alignment and/or

retention power (from options going underwater)preferring makeup grants that potentially

increase total option value,particularly for non-executive optionholders.Further,both

makeup grant and 6&1exchange ?rms seem to prefer avoiding potential expense recog-

nition associated with traditional repricings.However,when potential dilution is somewhat

of a concern,these ?rms tend to prefer a 6&1exchange.Contrary to critics’claims,I ?nd

little evidence that choosing a makeup grant is associated with proxies for potential rent

extraction from executive owners or optionholders.

1Per Financial Accounting Standards Board Interpretation No.44,Accounting for Certain Transactions Involving Stock Compensation;An Interpretation of APB Opinion No.25,traditional repricings are de?ned as either the changing of the exercise price of existing options or the canceling and reissuing of options at a different exercise price within a six-month period .Effective December 15,1998,?rms must record positive (negative)compen-sation expense each future year that the stock price increases (decreases),provided that the negative expense does not exceed the cumulative charges taken on the repriced options.

Characteristics of Firms Responding to Underwater Employee Stock Options 109

Journal of Management Accounting Research,2008

Any further interpretation of these results would be challenging.First,some of the ?rm

characteristics of interest,such as option out-of-the-moneyness,may represent multiple

constructs (like incentive alignment and retention)that are dif?cult to separately determine

and disentangle (Murphy 1999;Carter and Lynch 2001;Mehran and Yermack 1999;Oyer

2004;Core et al.2003;Carter and Lynch 2004).Second,the ambiguity of some proxy

measures of ?rm characteristics makes directional predictions dif?cult.2Third,there are

competing explanations regarding how optionholders would react to one response versus

another,such that identifying which explanation speci?cally in?uences the choice of re-

sponse remains uncertain.3Despite these limitations,the associations obtained suggest that

the factors that in?uence the choice of response are multifaceted and complex.

This research contributes to the extant literature in several ways.First,I provide evi-

dence on the ongoing question of how ?rms respond to dramatic declines in stock prices

with respect to employee stock options (Murphy 2003)and not just with regard to executive

stock options (Balachandran et al.2004).As Core and Guay (2001)state,the use of options

in non-executive compensation has grown but has received little academic attention.4Sec-

ond,I add precision to prior studies by examining makeup grants.Earlier studies focus on

the reprice versus not reprice decision around the time of the FASB regulatory change.5

Research contrasting alternative responses focuses only on traditional repricing versus 6&1

exchanges (Carter and Lynch 2003b;Zheng 2003),or examines changes in components of

compensation not explicitly speci?ed as responses to underwater options (Balachandran et

al.2004).Third,I avoid endogeneity issues that may be present when examining the effects

of underwater option responses (Core et al.2003)by using ex ante measures of character-

istics of the underwater options,the optionholders,and the ?rms choosing different re-

https://www.sodocs.net/doc/925894506.html,st,I jointly investigate ?nancial and non?nancial ?rm characteristics to shed

light on the validity of claims that concerns other than employee incentives and retention

describe ?rms’choice of response to underwater options.

The remainder of this paper is organized as follows.The second section provides back-

ground discussion about underwater options and highlights the distinguishing features of

traditional repricings,6&1exchanges,and makeup grants.The third section discusses the

research design.The fourth section presents the results and the last section provides

conclusions.

BACKGROUND

Underwater Options

Figure 1illustrates the sequence of events for a typical ?rm faced with underwater

options based on prior research (Callaghan et al.2003),compensation consultants’rec-

ommendations (Ward et al.2001),and the ?nancial press (Pender 2001).Original option

2

For example,higher executive ownership may indicate greater alignment between managers and shareholders.Alternatively,higher executive ownership may be indicative of greater managerial power over the board that in turn provides more opportunities for rent extraction rather than promotes greater alignment of interests.3

For example,since makeup grants offer new grants without canceling old ones,?rms may prefer this response to realign incentives by shielding optionholders from outcomes beyond their control.On the other hand,these same ?rms may not prefer makeup grants if optionholders anticipating this response reduce their efforts since their option compensation is fully protected from downside risk.Although this alternative explanation is more likely in a repeated response,I am unable to completely rule out this possibility since I do not speci?cally address what response optionholders may anticipate and how they would react to a particular response.4

One exception is Oyer and Schaefer (2005)who ?nd that broad-based plans are used more to attract optimistic employees (i.e.,sorting explanation)and to retain employees with outside opportunities (i.e.,retention explanation).5See Core et.al.(2003)for a recent survey of repricing studies.

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Journal of Management Accounting Research,2008

FIGURE 1

Sequence of Events for Firms’Responses to Underwater Stock Options (post-1998)

Original option terms are set and then the ?rm experiences a large stock price decline.When the stock price falls below the exercise price,the options become underwater.If the stock price is expected to recover from the decline,then the ?rm decides not to respond.If the stock is not expected to recover,then the ?rm decides how to respond.Firms responses include traditional repricing (i.e.,lowering the exercise price or canceling underwater stock options and granting replacement options at the same time),6&1exchange (i.e.,canceling underwater stock options and granting replacement options at least six months and one day later),makeup grants (i.e.,granting new options without canceling underwater stock options),and other responses.

terms are set and then the ?rm experiences a large stock price decline due to poor ?rm

performance (Gilson and Vetsuypens 1993),a market crash (Saly 1994),or both.When the

stock price falls below the exercise price,the options become underwater.Underwater

options have a high probability of expiring out-of-the-money (Hall and Murphy 2000),so

the pay-for-performance feature of the option is weakened and the optionholder may opt

to leave the ?rm.If the stock price is expected to recover from the decline before options

become exercisable,then the ?rm may decide not to respond at all.If the stock price is

not expected to recover before options become exercisable,then the ?rm decides how to

respond.In my study,consistent with prior research (Carter and Lynch 2004),I take the

?rm’s decision to respond to underwater options as given and examine the characteristics

of ?rms responding to underwater options via traditional repricings,6&1exchanges,or

makeup grants.

Types of Responses

Firms may respond to underwater options by adjusting cash or bonus compensation.

Balachandran et al.(2004)?nd that ExecuComp ?rms that have underwater options increase

executives’unexpected cash and bonus compensation.The authors propose that during

economic downturns,executives prefer the certainty of cash-based compensation to the

uncertainty of equity-based compensation so ?rms increase cash-based compensation to

retain these executives.However,this explanation is not reconciled with their ?nding that

an increase in unexpected option grants is also positively and signi?cantly associated

with their retention variable.Also,it is unclear whether this explanation would apply to

Characteristics of Firms Responding to Underwater Employee Stock Options 111

Journal of Management Accounting Research,2008

non-executives.Since I examine overall responses that include both executives and non-

executives,and changes to cash-based compensation for non-executives are not readily

observable,I focus on observable stock-option-based responses.Further,since only the

response plan actually chosen is identi?able from ?rms’disclosures,a key assumption is

that the number of options repriced,exchanged,or additionally granted by a ?rm would

have been the same across all three responses.6

Alternatively,?rms can choose to do nothing or change equity-based compensation as

a response to underwater options.I consider only traditional repricings,6&1exchanges,

and makeup grants (see the dashed box in Figure 1)for several reasons.First,experts agree

these three responses are more prevalent than other responses (Morgenson 2001).Second,

other responses such as accelerating the timing of new option grants,issuing other forms

of equity compensation such as restricted stock and changing the equity portion of com-

pensation can occur in the absence of underwater options.Third,modeling only how ?rms

select among the three responses eliminates the problem of misclassi?cation possible in

studies of the reprice versus not reprice decision.In my study,?rms that choose less

common responses are not treated as ?rms that do nothing.Firms that delay response after

my sample period are not misclassi?ed as ?rms that do nothing.

Stock-Option-Based Responses

Traditional Repricings

Traditional repricings involve lowering the exercise price of underwater options,or

canceling underwater options in exchange for new at-the-money options issued within six

months of the cancellation of the underwater options.Since the pay-to-performance sen-

sitivity of options decreases as options become further out-of-the-money (Murphy 1999),

resetting the exercise price or replacing the options so they are again at-the-money essen-

tially restores the pay-to-performance linkage in those options.

Another important structural feature of traditional repricings is that all the terms other

than the exercise price of the cancelled underwater options are typically carried forward to

the new options,including the remaining option life and vesting status (i.e.,exercisability).

Since optionholders’incentives to remain with the ?rm are associated with the optionhold-

ers’portfolio wealth (Jensen and Murphy 1990),and this wealth includes unvested options

with long exercise windows acting as ‘‘golden handcuffs’’that encourage optionholders to

remain with the ?rm (Mehran and Yermack 1999;Oyer 2004),as well as vested options

that may have to be suboptimally exercised upon leaving their ?rm (Core et al.2003),

carrying forward the option terms from the underwater options essentially restores the

retention power of the options.Said another way,?rms that carry over option terms in

traditional repricings make it more dif?cult for competitors to lure away their talented

employees (Hall 2000),even in bear market years (Carter and Lynch 2004),because the

competing ?rm would have to at least match that employee’s reservation wage (i.e.,option

portfolio wealth),which may include any underwater option response and time frame of-

fered by the employing ?rm.

Two other distinguishing features of traditional repricings are noteworthy.First,tradi-

tional repricings are subject to variable accounting per FAS Interpretation No.44(FASB

2000)and thus potentially result in option expense recognition.Second,traditional repric-

ings require board approval and disclosures in annual reports and proxy statements.

6Since this assumption may affect the power of my tests and may bias inferences,I consider the reasonableness of this assumption in a later section.

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Journal of Management Accounting Research,2008

6&1Exchanges

Like traditional repricings,6&1exchanges require board approval.The structure of

6&1exchanges are also largely similar to that of traditional repricings except that under-

water options are cancelled in exchange for new at-the-money options issued at least six

months and one day later.That 6&1exchanges also set the exercise price of the replacement

options at the prevailing market price essentially restores the pay-to-performance sensitivity

of those options similar to traditional repricings.In addition,all the terms other than the

exercise price of the cancelled underwater options are carried forward to the new options.

Hence,6&1exchanges also essentially restore the retention power of the old options similar

to traditional repricings.

What is unique about 6&1exchanges is the six-month waiting period,which has three

important implications.First,optionholders must wait at least six months to receive re-

placement options in 6&1exchanges and may thus incur greater risks relative to a tradi-

tional repricing,especially if six months represents a large proportion of the remaining

option life carried forward from the underwater options.The six-month waiting period will

matter less to optionholders holding options with a longer remaining option life carried

forward because the (Black-Scholes)option value is increasing in the option’s expected

life.Second,the six-month interval in 6&1exchanges renders it exempt from variable

accounting treatment and,hence,does not give rise to potential expense recognition under

FAS Interpretation No.44.Third,although critics claim that the six-month interval creates

a window wherein optionholders can gain more by lowering the stock price (and thus their

exercise price)before the option replacement date (Carter and Lynch 2003b),this window

is publicly announced such that the market can anticipate managerial attempts to in?uence

stock price (Coles et al.2006).In contrast,no such advanced announcement exists under

traditional repricings.

Makeup Grants

Makeup grants involve granting additional options without canceling old underwater

options.If there are suf?cient shares reserved to cover the makeup grants,then board

approval is not necessary.However,if there are insuf?cient shares reserved,then board ap-

proval is necessary because this is when makeup grants would potentially be more dilutive

than traditional repricings or 6&1exchanges.Also,makeup grants do not structurally limit

the extent to which the lost pay-to-performance sensitivity and retention power are restored

because option terms are set anew,including the option life and the vesting status.Since

the (Black-Scholes)option value is increasing in the option life,makeup grants potentially

increase the pay-to-performance linkage beyond what was lost in underwater options.Also,

makeup grants start as unvested and so potentially increase the ‘‘holding power’’of these

new options beyond what was lost.Moreover,even if ?rms limited the number of new

options granted to just equal the option values lost in underwater options,that the old

underwater options are still held by the employee means they still have a chance to turn

in-the-money,although those chances are remote (Hall and Murphy 2000).Overall,makeup

grants may therefore potentially increase the incentive realignment and retention power of

options.7

7This study examines only the ?rst response of ?rms within the sample period.While restarting vesting periods for each makeup grant may increase the ?rm’s ‘‘holding power,’’it is unclear whether repeated responses would generate a net positive incentive alignment.For example,if optionholders anticipate that ?rms will respond with a makeup grant each time the stock price drastically declines,then they may reduce their efforts and,as a result,reduce the extent to which makeup grants realign incentives.

Characteristics of Firms Responding to Underwater Employee Stock Options 113

Journal of Management Accounting Research,2008

Makeup grants do share some important features with 6&1exchanges worth noting.

First,makeup grants are considered new grants and are thus also exempt from the variable

accounting treatment per FAS Interpretation No.44.Second,it is also not clear whether

makeup grants exacerbate agency problems,as their critics claim.On one hand,these extra

option grants potentially provide an additional means of rent extraction for optionholders.

Prior research suggests that new option grants are timed in order to obtain favorable exercise

prices (Aboody and Kasznik 2000).Thus,the greater the number of options granted via

makeup grants,the greater the potential for such undesirable management actions.On the

other hand,if the makeup grants are issued more to non-executives than executives,then

there is less of a rent extraction concern as non-executives are unlikely to have direct

in?uence over the stock price (Core and Guay 2001).

Taken together,?rms’choice of response may be associated with characteristics of the

underwater options in question,the optionholders involved,as well as the ?rm’s governance

structure and ?nancial reporting concerns.

RESEARCH DESIGN

To describe which kinds of ?rms choose which response,I rely on variables drawn

from prior research examining which kinds of ?rms choose to respond to underwater op-

tions in the ?rst place.Therefore,I assume that these variables proxy for ?rm characteristics

that are also associated with the choice of response.Of concern,however,is that these

variables proxy for multiple constructs that may not be mutually exclusive (e.g.,option out-

of-the-moneyness as a proxy for incentive alignment and retention needs)making interpre-

tation of the results challenging.Hence,I describe key variables below and provide some

possible explanations for why each might be associated with the responses of interest.

Variables

Characteristics of Underwater Options

Extent to which options are out-of-the-money.Prior research suggests that deep out-

of-the-money options severely weaken the pay-to-performance sensitivity of those options

(Murphy 1999;Carter and Lynch 2001).Further,deep out-of-the-money options severely

weaken the holding power of those options (Mehran and Yermack 1999;Oyer 2004;Core

et al.2003;Carter and Lynch 2004).The loss in incentive alignment and retention power

of options are thus not mutually exclusive.While traditional repricings and 6&1exchanges

can restore the option value,makeup grants can potentially increase total option value

because option terms start anew and despite that deep underwater options are more likely

to expire out-of-the-money (Hall and Murphy 2000).Hence,the extent to which options

are out-of-the-money (OOM )may be associated with the choice of response.For traditional

repricings and 6&1exchanges,this variable is measured as the weighted average exercise

price less the prior year-end stock price scaled by weighted average exercise price.These

data are readily available from the ‘‘Ten Year Option Repricing Chart’’in the proxy state-

ments.8For makeup grants,this variable is estimated (see the Appendix for an illustration

of the calculation for Intel Corporation).

Expected option life.Prior research has not examined the expected life of the under-

water option despite the fact that the option’s value is increasing in its expected life (Merton

1973)and,hence,its power to provide incentives and retain employees.In traditional re-

pricings and 6&1exchanges,a longer expected option life carried forward increases the

8I assume that the extent to which executive options are underwater are representative of the extent to which non-executive options are underwater assuming executive and non-executive options are likely granted on similar dates and with similar terms.

114Zamora option value and,hence,the incentive power and/or retention power of the replacement options.In addition,a longer expected option life remaining makes the six-month waiting period in6&1exchanges less risky for optionholders.In makeup grants,the expected option life remaining in the old underwater options may be less of a concern because the new grants start vesting anew and,thus,represent more of the potential gains in total option value.Therefore,the remaining expected life of the old underwater options may be asso-ciated with the choice of response.The expected life(EXPLIFE)is measured as the weighted average remaining life of the range of exercise prices that includes the old exercise price of cancelled underwater options.

Stock volatility.Prior research suggests that higher stock volatility preserves more of the sensitivity of underwater options to stock price(Jin and Meulbroek2002).In traditional repricings and6&1exchanges,higher stock volatility can thus be used to strengthen a ?rm’s ability to provide incentives to and retain valuable employees,despite the fact that these two types of responses structurally limit the response via replacement options.In makeup grants,higher stock volatility would represent a greater ability for the?rm to potentially increase the incentive power and/or retention power in both the old underwater options and the new option grants.Thus,stock volatility may be associated with the choice of response.Consistent with prior research,I use the annualized standard deviation of monthly returns for the prior year prior(ANNSTD)to proxy for stock volatility. Characteristics of Optionholders

Executive optionholders.Aboody and Kasznik(2000)?nd that decreases in the stock price associated with the arrival of bad news occur prior to new option grants and as a result,optionholders obtain a more favorable option exercise price.In turn,the optionhold-ers can extract rents from rising stock prices especially if optionholders are powerful ex-ecutives who can greatly in?uence the stock price.This is less of a concern in makeup grants if the new options are issued more to non-executives since these optionholders are unlikely to have direct in?uence over the stock price(Core and Guay2001).This is also less of a concern in6&1exchanges,regardless of whether optionholders are more execu-tives or non-executives.Although optionholders are motivated to lower the stock price(and thus their exercise price)before the option replacement date(Carter and Lynch2003b),the six-month window in a6&1exchanges is publicly announced such that the market can anticipate insider attempts to in?uence stock price(Coles et al.2006).Therefore,the extent to which optionholders are executives,measured as the percent of options granted to the top?ve named executives in the prior year(PCTOPT),may be associated with the choice of response.

Importance of human capital.The choice of response becomes more critical when optionholders are important factors of production.Firms’choice of response may vary depending on the value of these employees to the?rm,especially when these employees are sought after by other?rms competing in the same labor market.For example,valued employees can essentially‘‘reprice’’their underwater options by leaving one?rm for an-other?rm that offers them new at-the-money options.The employing?rm,in turn,can counteroffer with new at-the-money options in the form of a traditional repricing or6&1 exchange,or a potentially more valuable counteroffer(in terms of total option value)via a makeup grant,depending on the value of that employee to the?rm.The employee’s value may thus be measured by his or her outside opportunities within that labor market.Assum-ing valued employees’outside opportunities are correlated with variations in the labor market,then this may be associated with the choice of response.Since Oyer(2004)reasons that geographical location rather than industry classi?cation matters in variations in labor Journal of Management Accounting Research,2008

Characteristics of Firms Responding to Underwater Employee Stock Options 115

Journal of Management Accounting Research,2008markets,9I borrow from labor economics and use educational attainment by county and

state to proxy for the importance of human capital (HUMCAP ).10Educational attainment

has been used extensively when other measures of human capital stock are not readily

available at the ?rm level (Barro and Lee 2000).

R&D intensity.The ?rm’s R&D intensity may be associated with the choice of re-

sponse for various reasons.High R&D ?rms are heavy option users such that more of the

employees’compensation is tied to options than to other forms of compensation (Core and

Guay 2001).High R&D ?rms also require higher investments in human capital (Andersson

et al.2005).In both cases,high R&D ?rms may choose a makeup grant to potentially

increase rather than just restore total option value to increase ?rm-value increasing risk-

taking incentives over a longer horizon (Gray and Cannella 1997).Alternatively,R&D

intensity can be regarded as a characteristic of the ?rm,rather than a characteristic related

to the individual optionholders.High R&D ?rms have greater information asymmetry

(Aboody and Lev 2000)and greater managerial discretion (Hambrick and Abrahamson

1995),both of which can result in managers extracting more rents via makeup grants.11

Moreover,?rms in the same industry may have similar R&D activities and may make the

same response choices.Hence,it is unclear whether and why R&D intensity would be

associated with the choice of response.Based on prior research (Core and Guay 2001;

Hanlon et al.2003),I measure research intensity (RD SLS )as research and development

expenses divided by net sales in the prior year.

Characteristics of the Firm

Executive ownership.Balachandran et al.(2004)reason that executives may exploit

con?icts of interest to wield considerable in?uence over the choice of response to under-

water options.On one hand,managers in ?rms with higher executive ownership may exert

pressure on the board to choose responses that increase total option value (i.e.,makeup

grants)and,hence,the potential for rent extraction.On the other hand,higher executive

ownership may indicate greater alignment between managers and shareholders such that

there would be a preference for responses that either restore option value to valued em-

ployees (i.e.,traditional repricings or 6&1exchanges)or increase total value to those

employees (i.e.,makeup grants).Thus,executive ownership (EXECOWN ),measured as the

percent of shares owned by executives in the prior year,may be associated with the choice

of response.

Executive directors.Likewise,executives acting as directors may exert greater in?u-

ence over the board’s choice of response and provide an opportunity for managers to

transfer more wealth from shareholders (Chance et al.2000),particularly via a makeup

grant.Alternatively,more executive board members may indicate greater alignment between

managers and shareholders.The extent to which the board is composed of insiders

9

Oyer (2004,1631–1632)provides the following example:‘‘certain geographical areas have more concentrations of one or a few industries than others.As a result,all workers at the ?rms in concentrated regions are likely to be in a labor market affected by the same industry forces that affect their employers’pro?tability.So,while a software ?rm’s accountants may have more idiosyncratic risk,on average,than its software engineers,one might expect accountants in Silicon Valley or Detroit to have more common shocks and lower idiosyncratic risk (and to therefore be more likely to have stock options or pro?t sharing than accountants in more diversi?ed economies like Chicago or Los Angeles).’’10

I use the percentage of the county population that is 25years and over and have a bachelor’s degree or higher based on the 2000U.S.census.I identify the county and state for each ?rm based on the location of the corporate main of?ce.While executives are likely to be in this location,non-executives can be in a variety of locations.The extent to which non-executives are located in a county other than the one identi?ed limits the informativeness of this proxy for human capital concerns.11I thank the editor for presenting these alternative explanations.

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Journal of Management Accounting Research,2008

(EXECDIR )may thus be associated with the choice of response.The variable EXECDIR

is measured as the percent of board seats occupied by executives in the prior year.

Need for external ?nancing.Positive accounting theory predicts that ?rms prefer not

to record stock option compensation expense because ?rms are faced with explicit and

implicit costs associated with contracts written in terms of reported earnings (Watts

and Zimmerman 1986).Dechow et al.(1996)suggest that the greater the ?rm’s need for

external ?nancing,the greater the concerns over reported earnings and the greater the

likelihood of choosing actions that avoid recording the expense,such as choosing 6&1

exchanges or makeup grants over traditional repricings.12Hence,the need for external

?nancing (EXTFIN )may be associated with the choice of response.To avoid an outcome-

based measure,I use a proxy adopted from Demirgu ¨c ?-Kunt and Maksimovic (1998)and

Durnev and Kim (2003).They project the need for external ?nancing (EXTFIN )as the

difference between required and internally available capital for investment,where the re-

quired investment is the average annual growth rate in total assets over the two preceding

years and the internally available capital for investment is the average of ROE /(1?ROE )

over the same two years,where ROE is the return on book value of equity.13

Positive income.Prior research suggests that negative earnings are less value-relevant

than positive earnings (Hayn 1995;Collins et al.1999)so ?rms with a greater likelihood

of reporting future losses are less concerned about recording expenses.Said another way,

?rms with a greater likelihood of reporting positive future income are motivated to avoid

expenses that decrease future income and will more likely choose 6&1exchanges or

makeup grants over traditional repricings.Thus,the concern over reporting positive income

(POSINC ),measured as the indicator equal to 1if earnings before interest and depreciation

is positive for any of the three prior years,and 0otherwise,may be associated with the

choice of response.

Market-to-book.Skinner and Sloan (2002)?nd that there is a stronger negative re-

action to negative earnings news in high-growth ?rms versus in low-growth ?rms.Thus,

high-growth ?rms are more likely to want to avoid the compensation expense associated

with traditional repricings.Alternatively,the growth potential of the ?rm may also be

associated with the potential for options to become in-the-money in the future and,hence,

affect the incentive alignment and/or retention power of those options.Hence,the ?rm’s

growth potential may be associated with the choice of response.I proxy for the growth

prospects of the ?rm (MKTBK )using the market-to-book ratio in the prior year.

Overhang.Balachandran et al.(2004)suggest that additional equity-based grants in

the current period may limit the ?rm’s ability to issue options in the future.In my setting,

traditional repricings and 6&1exchange are relatively less dilutive than makeup grants

since makeup grants involve additional option grants and underwater options are not can-

celled.Recall also that while board approval is required for traditional repricings and 6&1

exchanges,board approval is required for makeup grants only if there are insuf?cient shares

12

I assume that investors’estimates of ?rm value decreases when reported earnings are lower (due to potentially higher compensation expense),because this decreases stock prices and increases the ?rm’s cost of capital.13Demirgu ¨c ?-Kunt and Maksimovic (1998)de?ne EFN t ?g t *Assets t ?(1?g t )*Earnings t *b t ,where EFN t is the external ?nancing need,g t is the sustainable growth rate,and b t is the proportion of the ?rm’s earnings that are retained for reinvestment at time t .The ?rst term on the right-hand side of the equation is the required investment and the second term is the internally available capital for investment.The sustainable growth rate is their conservative measure,that is,the maximum growth attainable if the ?rm does not pay dividends and obtains just enough short-term and long-term debt ?nancing to maintain a constant debt-to-asset ratio.Thus,it implicitly assumes that the ?rm does not issue equity or increase leverage beyond the realized levels.Setting EFN t ?0,b t ?1,using book value of equity in place of total assets,and solving for g t yields g t ?ROE t /(1?ROE t ).(See Demirgu ¨c ?-Kunt and Maksimovic 1998for further justi?cations and assumptions for this measure.)

Characteristics of Firms Responding to Underwater Employee Stock Options 117

Journal of Management Accounting Research,2008reserved for option grants.If boards are concerned about their option exposure and the

dilutive effect of option grants outstanding,then the level of overhang (OVERHANG )may

be associated with the choice of response.This is measured as the sum of the number of

options outstanding and options available for future grants divided by the sum of the number

of common shares outstanding,options outstanding,and options available for future option

grants,all in the prior year.

Estimation Model

Two-way comparisons using probit regressions separately model the probability that a

?rm chooses one response over another.14Continuous variables are winsorized to the 1st,

99th,respectively,to mitigate the in?uence of outliers.The empirical model is:

0,1????OOM ??EXPLIFE ??ANNSTD ??PCTOPT i 01i 2i 3i 4i

??RD SLS ??HUMCAP ??EXECOWN ??EXECDIR 5678i

??EXTFIN ??POSINC ??MKTBK ??OVERHANG 9i 10i 11i 12i

?YEAR ?INDUSTRY ?e i i i

where there are three dependent variables coded:(1)1for makeup grants and 0for tradi-

tional repricings;(2)1for makeup grants and 0for 6&1exchanges;and (3)1for 6&1

exchanges and 0for traditional repricings.Year and industry indicators are included and

other variables are described above and also in Table 3.

Sample

Table 1illustrates the sample selection process for the period January 1999to Septem-

ber 2002,which is after FAS Interpretation No.44’s effective date of December 15,1998.

To condition the choice of response based on wanting to respond in the ?rst place,I start

with the 2,825CRSP ?rms that experienced a stock price decline of 50percent or more

during this period.15Only the ?rst incidence of a 50percent stock price decline is included.16

After data ?lters eliminate 1,777?rms,I classify the remaining 1,048?rms based on the

response chosen per the proxy statement.In case some ?rms with underwater options have

less than a 50percent stock price decline as I de?ne above,I identi?ed an additional 974

?rms using a Lexis/Nexis keyword search 17and an additional 174?rms that are likely to

respond to underwater options through a search of ?rms in ExecuComp with complete data

14

I also conduct a multinomial logit regression which requires independence of irrelevant alternatives (IIA),that is,disturbances are independent and homoscedastic (Greene 2000,865).If IIA holds,then the estimated coef-?cients should not change (Kennedy 1998,241).Since IIA holds when I use the Hausman and McFadden (1984)test,but IIA does not hold when I use the Small and Hsiao (1985)test,I do not present the results herewith.Nevertheless,results from the multinomial logit regression are inferentially similar to those presented in Tables 5to 7.15

I consider a ?rm to have a 50percent decline in stock price when the lowest month-end stock price in the current year is less than 50percent of the highest month-end stock price over the prior three years.This initial cutoff is based on Carter and Lynch (2001,2003a),who ?nd that ?rms that reprice have a little over a 50percent level of the extent to which options are out-of-the-money (i.e.,both mean and median).16

I exclude ?rms that engage in more than one response in the same year or that switch from one response to another within the sample period because my predictions are based on contrasting features of the three types of responses.As such,I am unable to predict the effects of the hypothesized determinants for ?rms choosing a series of repeated responses or a combination of responses.17To obtain a list of repricing ?rms,I use Lexis/Nexis and the search string ‘‘option!w/10repric!’’following prior research (Carter and Lynch 2001),or ‘‘option!w/10exch!’’or ‘‘option!w/10replac!’’.

118

Zamora

Journal

of

Management Accounting Research,2008TABLE 1

Sample Determination and Breakdown by Year and by Industry

Traditional Repricings 6&1Exchanges Makeup Grants

Total Sample Other Firms Total Firms Sample Determination

Firms with 50percent or more stock price drop a

2,825Less:Firms with stock splits (24)Firms with mergers and acquisitions (717)Firms delisted

(50)Firms with missing data

(986)Subtotal:7826

411,0071,048Plus:Firms meeting Lexis/Nexis search criteria b 27113876898974Plus:Firms meeting ExecuComp search criteria c 82287

11757174Totals 4241151

2341,9622,196Firms by Year and Type of Response

Calendar year 199921057789691,047Calendar year 20001256481542623Calendar year 20017283065445510January 1to September 30,2002280

10616Totals 42411512341,9622,196

(continued on next page )

Characteristics of Firms Responding to Underwater Employee Stock Options 119

Journal of Management Accounting Research,2008TABLE 1(continued)

Traditional Repricings 6&1Exchanges Makeup Grants Total Sample Other Firms Total Firms

Firms by Industry and Type of Response

Computers and Electronic Parts 7%24%15%15%10%11%Software and Technology 10%39%5%12%11%11%Chemicals/Related Manufacturing 5%0%15%11%9%10%Industrial Manufacturing 17%2%10%10%10%10%Services 14%12%8%10%11%11%Financials 17%0%11%10%13%13%Retail 12%0%9%8%5%5%Small-Scale Manufacturing 2%2%7%6%4%4%Biotechnology 2%2%4%3%5%5%Oil and Petroleum 2%0%4%3%3%3%

Telecommunications 5%7%1%3%3%3%Wholesale 2%2%3%3%5%5%Agriculture and Food 0%2%3%2%2%2%Printing and Publishing 2%2%1%2%1%1%

Transportation 0%0%3%2%3%3%Utilities 2%0%1%1%2%2%Mining 0%2%1%1%1%1%Construction 0%0%0%0%1%1%

a A 50percent drop in stock price is when the lowest month-end stock price in the current year is less than 50percent of the highest month-end stock price over the prior three years.Only the ?rst incidence of a 50percent stock price decline is included.

b The Lexis/Nexis keyword search string criteria for repricing is ‘‘repric!w/10option!’’and not in the set of ?rms with at least a 50percent drop in stock price.Proxy statements are reviewed to verify the type of response.

c The ExecuComp search criteria for makeup grants is when the lowest month-en

d stock pric

e in the current year is less than 50percent o

f the executives’weighted average exercise price over the prior three years;when the executive option grants in the current year exceeds the average executive option grants over the prior three years;and not in the set of ?rms meetin

g the 50percent stock price decline and Lexis/Nexis criteria above.

Industry classi?cations are based on four-digit SIC codes (Chidambaran and Prabhala 2003).

120Zamora

Journal of Management Accounting Research,2008

necessary for the study.18To verify the classi?cation of ?rms choosing makeup grants,I

review proxy statements to check that non-executive option exercise prices are underwater

and that current option grants increased from the average over the prior three years.

This sample selection process yields a ?nal sample of 234?rms,with 42traditional

repricings,416&1exchanges,and 151makeup grants.Presented for comparison purposes

only,the remaining 1,962?rms are considered other ?rms that did not respond using any

of the three alternative responses of interest in this study during the sample period.The

breakdown by year and type of response indicates that even right after the FASB rule

change,21?rms continued to choose traditional repricings.Consistent with the ?ndings in

prior research (Murphy 2003),traditional repricings have declined since 1999and virtually

disappeared by 2002.As in prior research (Carter and Lynch 2003b;Zheng 2003),I ?nd

that 6&1exchanges started appearing in 2000and gained popularity thereafter.19Only

eight 6&1exchange ?rms are identi?ed in 2002because proxy statement disclosures re-

garding these responses are not publicly available until three months to a year after the

initial choice.

Table 1also provides the percentage breakdown by industry groupings.These industry

classi?cations are the same as those used in Chidambaran and Prabhala (2003)and are

based on four-digit SIC https://www.sodocs.net/doc/925894506.html,paring my total sample to other ?rms shows generally

similar distributions across all 18industry segments.Within the three responses,I ?nd only

slight industry concentrations of traditional repricings and makeup grants.Higher industry

concentrations of 6&1exchanges in the computer/electronics and software/technology in-

dustry segments are consistent with Murphy (2003)and other industry concentrations are

comparable to other research grouping ?rms based on two-digit SIC codes (Carter and

Lynch 2001).

RESULTS

Details of Traditional Repricings and 6&1Exchanges

Table 2provides details of the traditional repricings and 6&1exchanges for descriptive

purposes only.20Almost all traditional and 6&1exchanges in the sample carry forward the

option terms (98and 95percent,respectively)and the vesting periods (90and 100percent,

respectively)from the cancelled underwater options.About 95(76)percent of traditional

repricings (6&1exchanges)include the CEO and 88(78)percent include non-CEO exec-

utives,respectively,and over half of both types of responses include non-executive board

members.These percentages are similar to those found in other studies.

18

The ExecuComp search criteria is met when (1)the lowest month-end stock price in the current year is less than 50percent of the executives’weighted average exercise price over the prior three years;(2)the executive option grants in the current year exceeds the average executive option grants over the prior three years;and (3)these ?rms are not already in the set of ?rms meeting the 50percent stock price decline and the Lexis/Nexis criteria above.19

Carter and Lynch (2003a)identify 157traditional repricing ?rms and 1686&1exchange ?rms,while Zheng (2003)identi?es 26traditional repricing ?rms and 1336&1exchange ?rms.My sample size differs for two possible reasons.First,the other two studies capture repeat responses by ?rms,which can be substantial.Second,the other two studies search through tender offer ?lings to ?nd their responders after March 2001.Relying on a tender offer form may bias toward ?nding less traditional repricings.My preliminary search of the required tender offer ?lings yielded a very low occurrence of these speci?c forms.I therefore rely on alternative search procedures.The extent that my sample is different from the other studies reduces comparability.20Details are not provided for makeup grants because the separate sample search applied to makeup grants renders some of the details indeterminate (e.g.,participation,magnitude of response,etc.)

Characteristics of Firms Responding to Underwater Employee Stock Options 121

Journal of Management Accounting Research,2008TABLE 2

Traditional Repricing and 6&1Exchange Details

Traditional Repricings 6&1Exchanges

Frequency Percent Frequency Percent

Number of ?rms

42100%41100%

Plan Features

Option term carried-forward

4198%3995%Vesting period carried-forward

3890%41100%Employee Participation

Includes CEO

4095%3176%Includes non-CEO executives

3788%3278%Includes non-executive board members

2457%2254%Exchange Scheme

One-for-one

3686%2151%One-for-less than one

37%717%One-for-more than one

12%37%Not speci?ed

25%1024%Other Features

Cash compensation change not mentioned

1331%3790%Cash compensation unchanged

2764%410%Common stock compensation unchanged

2867%410%Restricted stock compensation unchanged

2867%410%No ability to exchange options for cash

42100%4098%Stock Option Plan Characteristics

No plan amendment necessary for response

3276%3278%No response prior to sample year

3379%3585%No response after sample year

3583%3278%Magnitude of Response

Median number of options outstanding As a %of common stock outstanding

12%20%Median number of options cancelled As a %of options exercisable 81%94%As a %of options outstanding 37%35%As a %of common stock outstanding

3%7%Median number of options reissued As a %of options exercisable 79%75%As a %of options outstanding 37%33%As a %of common stock outstanding

3%6%Median new exercise price As a %of the weighted average old exercise price 50%26%Note that 90percent of 6&1exchange ?rms do not explicitly disclose any changes to cash compensation.This does not necessarily mean that there were no concomitant changes to cash or other types of compensation,for that matter.

122Zamora Table2also indicates that well over half of the traditional repricings and6&1ex-changes in the sample are restorative in nature(i.e.,exchange schemes of one-for-one or one-for-less than one)and do not involve explicit changes to cash compensation or ex-changes of options for cash.However,more(fewer)traditional repricing(6&1exchange)?rms concomitantly make changes to common stock or restricted stock.A little over20 percent of both responses amend the option plan to facilitate the response to underwater options and about20percent are repeat repricers.Of particular importance is that about37 (37)percent and35(33)percent of options outstanding are cancelled(reissued)for tradi-tional repricings and6&1exchanges,respectively.This provides some support for the reasonableness of my assumption that the number of new options would have been the same across responses.Prior research makes a similar implicit assumption that the number of options is an exogenous choice.Further,and consistent with the?ndings in prior research, the magnitude of the response is nontrivial for both traditional repricings and6&1ex-changes(12and20percent,respectively).One notable difference is the median new exercise price as a percentage of the old exercise price.The exercise prices of options in traditional repricing?rms are revised downward less so than those in6&1exchange?rms. Descriptive Statistics

Descriptive statistics are presented in Table3.On average,6&1exchange?rms have the deepest out-of-the-money options with the longest remaining life and the most volatile stock returns.Optionholders in6&1exchange?rms tend to be more non-executives and work in the most intensive R&D environments.Most striking is that6&1exchange?rms are in the most need for external?nancing,and have the highest growth potential.In contrast,makeup grant?rms operate in the most non R&D-intensive contexts,have the least insider ownership level,are not in need external?nancing,and are most likely to recently report positive income.Finally,traditional repricing?rms have more executives as optionholders,are unlikely to report positive income,and have the lowest growth potential relative to?rms choosing the other two responses.Taken together,?rms choosing different responses appear to also differ in terms of the underwater options in question,the option-holders involved,and other?rm characteristics.

Table4presents the Spearman correlations.The option out-of-the-moneyness(OOM) is positively correlated with stock volatility(ANNSTD),which is negatively correlated with historically positive income(POSINC)and positively correlated with R&D intensity(RD SLS),the need for external?nancing(EXTFIN)and overhang(OVERHANG).It is possible that?rms faced with great losses in the power of options operate in less predictable envi-ronments and also have greater?nancial reporting and dilution concerns.Not surprisingly, options granted to executives(PCTOPT)is negatively correlated with RD SLS and growth prospects(MKTBK),which is positively correlated with the importance of human capital in the production function(HUMCAP);and RD SLS is negatively correlated with POSINC, and positively correlated with MKTBK and OVERHANG.One interpretation is that?rms granting more options in general and more options to valued non-executives are in more R&D-intensive and high-growth environments,where it is more dif?cult to continuously report positive income.Further,EXTFIN is negatively correlated with POSINC and posi-tively correlated with MKTBK and OVERHANG,which is negatively correlated with POSINC.Again,it is possible that?rms in less predictable environments are also those needing to appease shareholder concerns about option overexposure since these?rms need more external?nancing.

Journal of Management Accounting Research,2008

Characteristics of Firms Responding to Underwater Employee Stock Options 123

Journal of Management Accounting Research,2008TABLE 3

Descriptive Statistics for Regression Variables Sample Firms Responding to

Underwater Stock Options

Traditional Repricings 6&1Exchanges Makeup Grants

Independent Variables Mean Standard Deviation Median Mean Standard Deviation Median Mean Standard Deviation Median

OOM (%)0.48

0.270.510.600.200.650.530.190.56EXPLIFE (#) 6.67

2.447.277.84 1.948.07 5.47 1.79 5.00ANNSTD (%)0.72

0.360.550.920.400.890.540.260.48PCTOPT (%)0.39

0.190.390.220.170.180.290.180.25HUMCAP (%)0.31

0.100.310.360.080.390.320.100.30RD SLS (%)0.13

0.390.000.230.380.130.070.260.00EXECOWN (%)0.24

0.260.110.130.150.080.070.130.02EXECDIR (%)0.40

0.290.330.370.300.290.410.320.29EXTFIN (%)0.04

1.680.05 1.52

2.770.49?0.03 1.17?0.20POSINC (1/0)0.52

0.51 1.000.610.49 1.000.900.30 1.00MKTBK (%) 2.00

1.66 1.32 3.06

2.91 2.15 2.61

3.31 1.30OVERHANG (%)

0.170.110.140.200.090.210.140.080.12Continuous variables are winsorized to the 1st and 99th percent levels to mitigate the in?uence of outliers.

Variables De?nitions:OOM ?weighted average exercise price less the stock price on the ?scal year-end in the prior year all divided by the weighted average exercise price;see the Appendix for an example for a makeup grant;EXPLIFE ?weighted average remaining life of the range of exercise prices that includes the old exercise price of underwater options;ANNSTD ?annualized standard deviation of monthly returns for the prior year;PCTOPT ?percent of options granted to the top ?ve named executives in the prior year;RD SLS ?R&D expenses divided by net sales (Compustat data46/data12if data46not missing,0otherwise)in the prior year;HUMCAP ?percentage of the county population that is 25years and over and has a bachelor’s degree or higher based on the 2000U.S.census;EXECOWN ?percent of common shares outstanding owned by executives in the prior year;EXECDIR ?percent of board seats occupied by an executive in the prior year;EXTFIN ?difference between required investment and internally available capital for investment;required investment is estimated as the average of annual growth rate in total assets (Compustat data6)over the two preceding years;internally available capital for investment is estimated as the average of ROE /(1?ROE )over the same two years,where ROE is the return on book value of equity (Compustat data13/data60);POSINC ?1if earnings before interest and depreciation (Compustat data13)is positive for any of the three preceding years,0otherwise;MKTBK ?market-to-book ratio ((Compustat data181?data199*data25)/data6)in the prior year;and OVERHANG ?sum of the number of options outstanding and options available for future grants divided by the sum of the number of common shares outstanding,options outstanding,and options available for future option grants.

Probit Regression Results

Makeup Grants over Traditional Repricings

Results of the probit regression of choosing makeup grants over traditional repricings

are presented in Table 5.Results indicate that the extent of out-of-the-moneyness of the

underwater options (OOM )is positively and marginally signi?cantly associated with

the likelihood of choosing makeup grants over traditional repricings,and that the expected

option life (EXPLIFE )is negatively and signi?cantly associated with the choice of makeup

124

Zamora

Journal

of

Management

Accounting Research,2008TABLE 4

Spearman Correlations for Regression Variables for Sample Firms Responding to Underwater Stock Options

OOM EXPLIFE ANNSTD PCTOPT HUMCAP RD SLS EXECOWN EXECDIR EXTFIN POSINC MKTBK

EXPLIFE 0.036

ANNSTD 0.3250.048

PCTOPT ?0.0190.033?0.047

HUMCAP 0.0110.0580.218?0.247

RD SLS 0.1310.0430.442?0.3190.296

EXECOWN 0.0380.0430.2540.156?0.041?0.091

EXECDIR 0.025?0.0270.0850.029?0.0170.0930.032

EXTFIN 0.160?0.0150.406?0.0800.1890.2690.2020.173

POSINC ?0.208?0.116?0.4170.008?0.205?0.300?0.229?0.014?0.381MKTBK ?0.100?0.0770.269?0.3020.3450.455?0.0780.1040.307?0.158OVERHANG 0.2090.0160.480?0.1650.2500.3780.1580.0430.331?0.3700.216Variables are de?ned in Table 3.Figures in bold represent correlations over 0.30and signi?cant p-values at less than the 1percent level.

Characteristics of Firms Responding to Underwater Employee Stock Options 125

Journal of Management Accounting Research,2008TABLE 5

Probit Regression of the Choice of Makeup Grants over Traditional Repricings on

Characteristics of the Underwater Options,the Optionholders,and the Firm

0,1????OOM ??EXPLIFE ??ANNSTD ??PCTOPT ??RD SLS

i 01i 2i 3i 4i 5??HUMCAP ??EXECOWN ??EXECDIR ??EXTFIN ??POSINC 678i 9i 10i

??MKTBK ??OVERHANG ?YEAR ?INDUSTRY ?e 11i 12i i i i

Variable

Coef?cient Intercept

0.713OOM

1.337*EXPLIFE

?0.154**ANNSTD

?0.729PCTOPT

?1.739**HUMCAP

0.733RD SLS

0.677EXECOWN

?2.850***EXECDIR

0.052EXTFIN

0.152POSINC

1.604***MKTBK

0.117OVERHANG

0.113Pseudo R 2

0.422Year

Yes Industry

Yes n 193

***,**,*Signi?cant two-sided p-values at less than the 1percent,5percent,and 10percent levels,respectively.Results for the year and industry indicators are suppressed for ease of exposition.

The dependent variable equals 1if the ?rm chose makeup grants,and 0if the ?rm chose traditional repricings.Variables are de?ned in Table 3.

grants over traditional repricings.It is thus possible that a ?rm with deeper underwater options is drawn to a makeup grant that starts option terms anew as a way to address the greater incentive and/or retention power lost from the underwater options.

I also ?nd that the percent of options granted to executives (PCTOPT )and the level of executive ownership (EXECOWN )are both signi?cantly and negatively associated with the likelihood of choosing makeup grants over traditional repricings,but executive directorship (EXECDIR )is not associated with this choice.It might be that ?rms with more broad-based option plans are less concerned about potential rent extraction from makeup grants since non-executive optionholders have less opportunities to directly in?uence the stock price.Having less insider ownership may also mean that executives are less likely to exert in?u-ence over the board.

Results further indicate that reporting historically positive earnings (POSINC )is posi-tively and signi?cantly associated with choosing makeup grants over traditional repricings.It may thus be the case that ?rms concerned about reporting positive earnings choose makeup grants and steer away from traditional repricings,which give rise to expense recognition.

126Zamora Journal of Management Accounting Research,2008TABLE 6

Probit Regression of the Choice of Makeup Grants over 6&1Exchanges on Characteristics of

the Underwater Options,the Optionholders,and the Firm

0,1????OOM ??EXPLIFE ??ANNSTD ??PCTOPT ??RD SLS

i 01i 2i 3i 4i 5??HUMCAP ??EXECOWN ??EXECDIR ??EXTFIN ??POSINC 678i 9i 10i

??MKTBK ??OVERHANG ?YEAR ?INDUSTRY ?e 11i 12i i i i

Variable

Coef?cient Intercept

5.477***OOM

1.940*EXPLIFE

?0.483***ANNSTD

?0.940PCTOPT

?0.769HUMCAP

0.170RD SLS

0.273EXECOWN

?3.657***EXECDIR

0.156EXTFIN

?0.136POSINC

0.176MKTBK

0.089OVERHANG

?4.790*Pseudo R 2

0.630Year

Yes Industry

Yes n 192

***,*Signi?cant two-sided p-values at less than the 1percent and 10percent levels,respectively.Results for the year and industry indicators are suppressed for ease of exposition.

The dependent variable equals 1if the ?rm chose makeup grants and 0if the ?rm chose 6&1exchanges.Variables are de?ned in Table 3.

Makeup Grants over 6&1Exchanges

Results of the probit regression of choosing makeup grants over 6&1exchanges are presented in Table 6.The option out-of-the-moneyness (OOM )is positively and marginally signi?cantly associated with the likelihood of choosing makeup grants over 6&1exchanges and the expected option life (EXPLIFE )is negatively and signi?cantly associated with the choice of makeup grants over 6&1exchanges.These results are again consistent with makeup grant ?rms losing more incentive and/or retention power in the underwater options.Because old options are not cancelled and option terms start anew with makeup grants,this response allows ?rms to regain what was lost from old options that may still become in-the-money and from new options.

I also ?nd that the level of executive ownership (EXECOWN )is signi?cantly and neg-atively associated with the likelihood of choosing makeup grants over 6&1exchanges but that executive directorship (EXECDIR )is not associated with this choice.It is possible that ?rms with less insider ownership prefer makeup grants because executives are then less likely to exert in?uence regarding the extent of the response (e.g.,the number of new options granted).

如何写先进个人事迹

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