The Times looks at a piece of the unaccountability culture in corporate America: Changing stock-option strike prices (legally) to make them less underwater.
The lede:
Employee pay is often tied to a company’s fortune — until things turn sour.
The Times’s lead example is a company that dropped its strike price by 69 percent to within shouting range of its current price:
Composite Technology, which makes electric cables and other products, decided in January to lower the price at which its workers could use their stock options to buy shares in the company. The managers and directors slashed the price on all of the company’s 23.4 million options to 35 cents.
The move still leaves the company’s chief executive, Benton H. Wilcoxon, and others holding options that are underwater — meaning the price of exercising the options is above the current market price. But now Mr. Wilcoxon will be able to book a profit if the stock price increases by less than half, rather than quadrupling.
The repricing could be of particular benefit to Mr. Wilcoxon, who has a whopping 4.2 million options, previously priced at $1.13. The company lost $53 million in its latest fiscal year, and its stock fell to 27 cents on Thursday from as high as $1.36 last July.
Nothing like rewarding failure.
What’s interesting is that the NYT says some companies like Starbucks and Intel are specifically excluding executives from these plans. I would have liked to have had that quantified somehow—or at least estimated. I think executives self-dealing by changing their option prices is quite a different story than just changing it for employees.
That doesn’t mean changing them for employees is necessarily right, though. Just that it’s less icky.
As the Times points out:
The moves are usually described as important for retaining employees, especially as stock options that vest over several years look utterly worthless in the current market. With prices plunging across a variety of industries, companies also often assert that stock price movements are not really a reflection of employee performance.
It’s especially important for a CEO like Wilcoxon to retain himself.
But the point of options is that they’re options (obviously). Stock goes up, you win. Stock goes down, you don’t—but you don’t lose. At least for the sake of optics, new options would seem better.
Because changing prices is just unfair to shareholders:
But the moves leave shareholder advocates fuming. Owners of company stock reap no monetary benefit from repricing of options, advocates say — only employees do. The process, in their view, is fundamentally unfair. Modifying the options means employees gain from stock price increases, while investors feel the brunt of stock price declines.
Nice that the Times is pointing this out.

"In recent years, stock exchanges have adopted rules that generally require shareholder approval for companies to reprice or exchange options."
So nothing sneaky. This is a little sneaky though:
"Companies may have previously asked shareholders for blanket approval to change an options program.
Google, for example, already had a plan in place that generally permitted an exchange of employees’ options, so the company did not give investors a say over its latest exchange."
Buyer beware, I guess.
#1 Posted by Chris Corliss, CJR on Fri 27 Mar 2009 at 05:48 PM
Question: Is changing the strike price on an option any different from "backdating" it. Because a cluster of various legal and quasi-legal backdating scandals occupied a tiny, dark corner of the news hole as long as 2 or 3 years ago (an amount of time I estimate based on my memory of which workplace men's room I was in while reading the story). In the current climate though, this would obviously draw a lot more attention.
#2 Posted by D.R. Foster, CJR on Fri 27 Mar 2009 at 06:46 PM
Most companies agonize with the decision to correct underwater options. Less than 35% include Officers. Less than 20% include Directors. For some companies this is the only way to keep valued employees during extremely difficult times.
#3 Posted by Dan Walter, CJR on Mon 30 Mar 2009 at 10:48 AM
I am a shareholder in this company and was really upset with their repricing.
They have been putting out alot of possitive statements, so if they believed in what they were putting out, there shouldn't of been any reason to reprice because the value of the shares should be going back up.
I believe that it was out of greed that they repriced because they plan on getting millions in stimulus money and that would make the value of their shares go up.
I confronted Mr. Carswell (Investor Relations) on this and I didn't get my ballot for the last proxy vote.
#4 Posted by Will Rogers, CJR on Wed 15 Apr 2009 at 03:02 PM