Someone who listens to the podcast emailed this question:
“I’ve heard Geoff speak about not liking management with tons of stock options but preferring they have raw equity. Could you elaborate on the reasons why? Is it because they have more skin in the game by sharing the downside with raw equity? Thoughts on raw equity vs equity vesting schedule?”
This is just a personal bias based on my own experience investing in companies. There is theoretically nothing wrong with using stock options instead of granting shares to someone. And, in practice, later hires are pretty much going to need to be given stock options or some other kind of outright grants. Otherwise, they’ll never build up much equity in the company.
I basically have three concerns about stock options. One is simple enough to sum up in a sentence. Obviously, CEOs and other insiders are very involved in setting the stock options they get. Other things equal, the bigger the option grants the more likely insiders are especially greedy. I’m not sure I want to own stock in a company run by especially greedy people. This might work if you had active control of the company. But, you’re going to be a passive outside shareholder. You don’t really have oversight powers as you would as a 100% private business owner. So, especially greedy insiders are probably ones you don’t want running your company. Big option grants (and low actual stock ownership) can be a symptom of unchecked insider greed.
Okay. We got the simple one out of the way. Now, let’s get into the more nuanced concerns about stock options.
My second concern relates to the influence insiders have on the company’s long-term capital allocation and strategy. The other is simply that I think that from a practical perspective more wealth can be transferred from owners to operators without a shareholder backlash if done via options than via cash.
Let’s talk about concern number one first. Concern number one is that insiders given a lot of options tend not to end up being long-term holders of a lot of stock with a lot of votes attached to it. Therefore, the incentives for insiders are not as long-term as I’d like and the stability of their control over the company is not as secure as I’d like.
When I discuss compensation and stock ownership on the podcast – I’m not really talking about employees. I’m talking about a super select group. My concern is people who are involved – or could easily become involved – in major capital allocation decisions made at corporate. So, basically: the board, C-level executives (especially the CEO and CFO), and major shareholders.
At most companies, it’s narrower than this. Most board members are relatively un-influential and relatively passive. Most major shareholders are institutions that tend to be passive or are shareholders where this stock alone is not large enough to be relevant to their overall performance. So, for …Read more