The NASPP Blog

Monthly Archives: September 2009

September 29, 2009

Update on the 6039 and 423 Regs

I know that many of our readers, like me, are waiting with bated breath for the IRS and Treasury to release the final regs for filing Section 6039 returns with the IRS and for Section 423 plans. At last Thursday’s Silicon Valley NASPP Chapter meeting, Ed Burmeister of Baker & McKenzie and Ellie Kehmeier of Deloitte Tax, gave an update on the status of these projects.

Final Regs Imminent (or Not So Imminent)
The final regs for both the Section 6039 returns and Section 423 have been drafted and sent to the IRS Chief Counsel for review and approval. Before the regs are finalized, they must be approved by the Chief Counsel and by Treasury. This could really go either way in terms of timing. If the Chief Counsel and Treasury are happy with the draft, they could be approved and issued very quickly. If further changes are required, the process could drag on for a while. As Ed pointed out, the final ISO regs weren’t issued until twenty years after the first set of proposed regs.

Ed thinks that the regs that are most likely to be issued this year are those relating to 6039–primarily because there is a deadline associated with them. Under the Tax Relief and Health Care Act of 2006, companies should have been required to file these returns for transactions in 2007; we’re now two years past that. The 423 regs, however, weren’t initiated by an act of Congress (they were issued because of a general recognition that the industry needs clarification on the matters addressed in them), so there isn’t as much pressure to publish them.

The TARP Wild Card

The wild card here is TARP and any other priorities the IRS and Treasury are currently dealing with. We all know that TARP has spawned numerous regulatory projects for both the IRS and Treasury, and given current public sentiment on the bail-out and executive compensation, as well as the fact that the Obama administration is probably far more worried about TARP companies than it is about Section 6039 returns, the TARP projects probably trump just about anything else the IRS and Treasury are working on in terms of priority. That most certainly explains why we haven’t seen final regs yet and could mean an even longer delay.

A Reprieve on 6039 Returns

Based on conversations I’ve had with a treasury staffer, I think there’s a good chance that the effective date for filing Section 6039 returns will be delayed (see my blog entry “Section 6039 and the Recession“). I don’t know exactly what that means–will the requirement be suspended for transactions in 2009 or will companies just be given a little extra time to file the returns for these transactions. Nor do I know how long the delay will be.

I also don’t know if the IRS will issue a notice definitively suspending the requirement to file returns for 2009 transactions if they don’t issue final regulations by the end of this year. The proposed regs suspended the requirement to file the returns for 2008 transactions, but not for 2009. If we don’t hear anything from the IRS, my understanding is that the requirement to file the returns can’t go into effect until final regulations are issued. So no news means that you don’t have to file the returns, at least until final regs are issued.

No Reprieve on Employee Information Statements

Note, however, that a delay in the effective date for filing the 6039 returns with the IRS in no way relieves companies of the obligation to distribute 6039 information statements to their employees.  That requirement is currently in effect and will remain so under the final regs, so anticipate making sure those statements are distributed again this January.

Tune in Next Week

That’s all I have space for today, but I’ll have more information on what is expected in the final regs next week.

More Information

Previous blog entries:

NASPP Alerts:

NASPP comment letters:

NASPP Conference Workshop of the Week
This week’s workshop is 25 Ways to Improve Stock Plan Documents. Stock Plan documents are legally binding contracts that must comply with federal securities and tax laws, stock exchange rules, and accounting practices and should follow best practices in corporate governance and address institutional shareholder concerns. This presentation will list more than 25 separate plan design issues and include specific language for compliance with applicable law and best practices.

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

– Barbara

September 24, 2009

Communications Resources

We all know that the quality of your employee communications program is essential to gaining employee support and enthusiasm for your stock programs. But, sometimes it’s hard to find fresh ideas on exactly how to go about communicating with your employees. You know the general idea; presentations, FAQs, intranet, information packets, e-mails, etc. There are two basic pieces to conquer: what communication methods work best for your employee groups and what content should you provide.

It’s great if you can ramp up your learning curve by taking advantage of others’ experiences. You can do this by seeing how other companies communicate to their employees and by learning what has been effective for them. Unfortunately, because many companies are hesitant to make their employee communications public it can be difficult to find sample communications to compare against your own.

One big exception to this is any program or corporate transaction that involves a Tender Offer (such as options repricings or mergers). Because every communication regarding the transaction must be included as an exhibit in the Schedule TO, you can find great samples on how other companies have approached the communication process. You can search for these filings on the SEC website either by company or by the Form type (“SC TO” for Tender Offers). Even better, you can use the Full Text Advanced Search to drill down on your search criteria. For example, you can use the Boolean phrase search to find the phrase “options exchange” (keep the quotes in there) used in any Form SC TO-C. You can even narrow it down by Standard Industrial Classification (SIC).

You may also choose to search the news first for companies that have filed a Schedule TO with the SEC. For example, Intel’s option exchange progam has been in the news recently. VP and Director of HR, Richard Taylor, has been doing a great job of trying to stay ahead of the rumor mill with informative updates like this one. In this communication, Taylor has taken some of the common questions that he’s received regarding the options exchange program and addressed them publicly (and in several languages). This is a fantastic strategy not only for options exchanges, but for all of your equity compensation programs. The truly advantageous part of finding communications like this for the rest of us is that it provides a window into the types of problems that companies may be encountering. If you see that another company has had to address a particular issue, you can turn around and try to proactively provide information to your employees to squelch that particular issue.

Of course, there are many other types of communication that would be wonderful to have samples of. We do have a variety of sample communications in our Document Library. Remember, though, that sample documents are just that; samples. You can use them to get ideas or to see if other companies are dealing with similar issues, but you should not expect them to be templates that you can just plug your company’s information into and use. I would like to encourage all our members to submit whatever communications materials they can to the Document Library. Sometimes the best resource a stock plan professional has is another stock plan professional!

Also, if you are looking to put some zing into your ESPP communications strategy, don’t miss the Conference Session of the Week from Barbara’s Tuesday entry!


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September 22, 2009

Stock Options, Pensions, Bailouts, and the Recession

Stock Options and Pension Plans
A report by the Analyst’s Accounting Observer, “S&P 500 Stock Compensation: Running Out of Options,” finds that S&P 500 companies with pension plans contributed fewer funds to their pension plans than the value of options granted to management. These companies contributed $39.8 billion to their pension plans in 2008, but issued stock options and restricted stock worth $64.4 billion ($44.5 billion to executives).

The extent of my knowledge about funding pension plans is what you can glean in five minutes from skimming a Wikipedia article, but what I’ve picked up from reading the various articles (e.g., see “Executive Pay Overshadows Pensions, the Details” on that I found on the report is that many of these S&P 500 pension plans are underfunded and that funding the plans could help protect shareholders from future claims under the plan. In addition, assuming the plans in question are qualified, they cover a broader group of employees than just executives, whereas around 70% of the stock options and restricted stock granted by these companies went to management.

Pensions to Stock Awards Like Apples to Oranges?

The problem is that I’m not sure this is an apples-to-apples comparison. Issuing stock options and restricted stock doesn’t require cash from the company (at least not up front–maybe down the road to cover taxes, in the case of restricted stock). Defined benefit plans–which presumably these are, since defined contribution plans can’t really be underfunded–can only be funded up to 10% in company stock. So the companies couldn’t necessarily just take the stock granted and use it to fund their pension plans. This is one reason why I think stock compensation will continue to be popular; when it comes down to it, accounting standards aside, stock is still a cheaper form of compensation than cash.

Thanks to Corey Rosen of the NCEO for helping to get a handle on pension plans–his responses to my sadly ill-informed questions were far more helpful than the Wikipedia article.

Stock Options and Bail-Outs
A report by the Institute for Policy Studies, “America’s Bailout Barons” shows that executives at companies that receive bail-out money were not hurting for stock option grants this year and that the options they received in early 2009 are now in-the-money. Ten of the top 20 bail-out companies (i.e., the companies that received the most bail-out funding) disclosed options grants made to executives in early 2009 in their latest proxy statements. Those options have now increased in aggregate value by $90 million. These same companies laid off an aggregate of 40,000 employees since January 2008 (to be fair, two of the companies–CIT Group and Comerica–had no lay offs).

NASPP Conference Session of the Week
This week I’m shamelessly promoting my own session, “Leveraging Your ESPP in a Down Market.” Your employees probably won’t retire on the returns they realize through your ESPP (as opposed to say, a pension plan) but this is still a broad-based plan than can deliver a lot of value to employees, even in a down market. This session will look at how to educate employees on the plan benefits and drive plan participation. Robyn Shutak, Rachel Murillo, and I have put our heads together to come up with some new, creative and innovative ways to generate excitement about your ESPP. I hope you’ll stop by to hear our ideas.

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

– Barbara 

September 17, 2009

Mobile Employee Glossary – Part 3 (UK)

This is the third and final installment in my short mobile employee glossary. I’m going to include the same disclaimer as with the other two: This short glossary is intended only to help you understand what you are hearing or reading when it comes to global mobility. Always consult your company’s tax advisor when making decisions about tax withholding and reporting.

In this entry, I am going to touch on some definitions that are specific to the United Kingdom. First, however, there are a few general terms that I missed in my first blog.

Certificate of Coverage: This is a document issued by the home country social security administration authority under the Totalization agreement (see below) that serves as proof that the employee and employer are exempt from Social Security taxes in the host country.

Hypothetical Tax: This is the aproximate income tax that an employee would have incurred assuming continued employment in the home country. It is used for calculations in situations where cross-border employees are tax equalized (see below).

Long-Term Assignment: Generally an assignment period greater than one year.

Short-Term Assignment: Generally an assignment period of one year or less.

Tax Equalized: Some companies implement a tax equalization policy for employees who are sent overseas on assignment. A tax equalization policy is based on the premise that an employee accepting an overseas assignment may incur additional home and host country taxes because of the international assignment. A tax equalization policy works to ensure that an employee will neither suffer a financial hardship nor realize a financial windfall as a result of the tax consequences of an overseas assignment. Tax equalized employees typically pay only the hypothetical tax (see above), while the company covers any additional required income tax withholding (grossed-up so that it does not result in additional income tax payable by the employee).

Totalization Agreement: To help address the issue of double taxation for social tax purposes, many countries have entered into bilateral Social Security (or Totalization) agreements. These agreements coordinate the payment of social taxes as well as the receipt of benefits for cross-border employees. Although the details of each Totalization agreement are unique, they all assign social taxes to one country and exempt both the cross-border employee and the employer from paying social taxes in the other country. For a list of countries with which the United States has Totalization agreements, along with links to each agreement, visit the Social Security Administration site HERE.

The following terms are specific to the United Kingdom:

HMRC: Her Majesty’s Revenue & Customs (HMRC) is similar to the IRS in the United States. The HMRC collects direct and indirect taxes as well as pays and administers certain income tax benefits and credits in the UK. You can find more at

Resident: Unlike the IRS, the HMRC does not provide a specific definition for resident. The issue of “intent” is important when determining residency in the UK. Very generally speaking, a resident is someone who is present in the UK during the tax year (which is April 6 to April 5) and intends to remain in the UK for some time. Although it does not cover all the ways in which an individual may be considered a resident in the UK, the general rule is that employees are tax resident in the U.K. if they:

  • spend 183 days or more in the UK during any tax year, or,
  • spend or intend to spend an average of 91 or more days per tax year in the UK over a period of three years, or,
  • arrive in the UK intending to spend two years or more in the UK.

Ordinarily Resident: Employees who are resident in the UK “year after year” are ordinarily resident. The HMRC does not provide a specific definition for individuals who will be treated as ordinarily resident. Employees who leave the UK to work abroad may lose their status as ordinarily resident after one full tax year (from April 6 to April 5), providing their return visits do not exceed the maximum allowable days. Employees who move to the UK may be considered ordinarily resident from the day they arrive if they intend to remain a minimum of three years in the UK. Otherwise, they may be considered ordinarily resident after a period of time. Employees who stay in the UK for four years will most likely be considered ordinarily resident regardless of their intentions.

Not Ordinarily Resident: Employees who are resident in the UK, but do not fall in the category of ordinarily resident are resident, not ordinarily resident.

Domicile: Employees may be resident of multiple countries, but may only be domiciled in one country. There are many parameters that come together to determine where an employee is domiciled. But, generally speaking, domicile is the country of permanent residence. UK employees who work in another country are “domiciled abroad”.

Several of our NASPP Global Stock Plans Portal Task Force members have put together a great session for our 17th Annual NASPP Conference this year: You Really Asked for It! Hot Topics From the NASPP’s “Global Stock Plans Q&A Discussion Forum”. It’s not too late to slip a question to them that you’d like to have addressed in that session; just submit it HERE.


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September 15, 2009

Fraudulent Section 16 Filings

A few weeks ago, Alan Dye blogged about an SEC enforcement action against an individual that allegedly made 83–that’s right, 83–fraudulent Section 16 and Schedule 13D filings.  It’s the sort of thing you think no one would ever do and then, lo and behold, someone does it.

In this case, the individual filed the forms on behalf of himself, reporting transactions and ownership in stock that he didn’t actually hold (maybe he was trying to impress a girl).  But, it brings to mind another, perhaps more pressing concern, which is the potential for someone to submit fraudulent filings on behalf of your officers and directors. This would clearly be a bit more troubling and, with proper security controls for EDGAR access codes, should be easily avoided.

Preventing Fraudulent Filings

As you know from my March 10 blog, “EDGAR Passwords: One Less Thing to Do,” anyone with a logon to the EDGAR OnlineForms Management website can submit filings on behalf of anyone else that has valid CIK and CCC numbers.  It isn’t necessary to know the filer’s EDGAR password or for that password to even be current. All you need is the filer’s CIK (which anyone can discover just by querying prior filings on EDGAR) and CCC. The only thing that stands in the way of someone submitting a fraudulent filing (besides personal integrity and lack of any reason to do so) on behalf of your company insiders is the CCC number . 

Thus, it is critical that CCCs be kept confidential–they are the primary control preventing fraudulent EDGAR filings.  A few best practices:

  • CCC numbers should be treated like passwords and be kept confidential.  Don’t keep a list of all insider CCC numbers posted to your office wall or in a unprotected file on your computer or network. 
  • Access to CCCs is on a need-to-know basis only. The only people in your company that should have access to them are those responsible for Section 16 filings. 
  • If a CCC is compromised, it should be changed.  
  • If someone on your staff with access to insider CCCs leaves on bad terms, you might want to consider changing all insiders’ CCCs. 
  • If you do have to change a CCC, make sure you notify anyone else that submits filings for that insider (e.g., stock plan administrators at other companies where the insider serves as a director).

NASPP Conference Workshop of the Week
This week’s workshop is “Getting Shareholders to Say “Yes” to Your Pay.” Say on Pay is likely to be a reality this year; don’t be caught unprepared.  This newly added panel of experts will delve into the nitty gritty of what shareholders want today, how to evaluate existing arrangements to determine if they are acceptable, and, if not, how to modify them. The panel will focus on developing new trends in pay design and provide advice on how to put your best foot forward when engaging shareholders on pay issues.

This is a newly added panel; if you’ve already made your workshop selections, click here to change to this panel. 

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

– Barbara 

September 10, 2009

Mobile Employee Glossary – Part 2 (U.S.)

Last week, I introduced some common terms that are used when talking about global mobility and cross-border taxation. This week, I’d like to offer some terms that are specific to the Unites States.

These are only intended to be a simple glossary reference to help you understand documents, opinions, or presentations on global mobility. Both bringing employees to the U.S. and determining the most appropriate income reporting and tax withholding obligations are complex and any decisions made by you and your company must be based on the particular circumstances of each situation. I have provided links to government sources for some definitions below, but I will not be updating this blog entry should either the links or the definitions change in the future. Always refer to your company’s tax advisors when determining income reporting and tax withholding obligations!

Citizen: There are basically two types of citizens in the U.S.: those that are citizens by birth and those who became citizens through naturalization.

Permanent Resident: Employees who come to the U.S. typically do so by obtaining a work visa. Although the term “resident” loosely applies to anyone living in the U.S., a permanent resident is one who has obtained a Green Card. Legal U.S. residents may apply for citizenship.

Non Resident Alien: Employees who work in the U.S. are nonresident aliens for any period of time that they work in the U.S. and are not considered resident aliens.

Resident Alien: There are two tests to determine if employees are considered resident aliens in the U.S. First, if an employee receives a Green Card, they will be considered a resident alien for the entire calendar year. The second method is called the “substantial presence test.” For more information, see Topic 851 on the IRS site. Employees who are considered resident aliens because of the substantial presence test may qualify for dual-status in that calendar year.

Substantial Presence Test: The IRS states that an individual will be a U.S. tax resident in any year if he or she has spent at least 31 days in that year and 183 days over the past three tax years in the U.S., calculated using the following formula:

  • All the days he or she has been present in the current year, and
  • 1/3 of the days he or she was present in the first year preceding year, and
  • 1/6 of the days he or she was present in the second preceding year.

You can find example applications of the substantial presence test in the IRS website HERE.

I’d like to give a special thank you to Valerie Diamond of Baker McKenzie for her assistance with this post! When I need help with international issues, I always turn to one of the members of our Global Stock Plans Portal Task Force. If you have questions, feel free to post them to our Global Stock Plans Discussion Forum, or contact any of the Task Force members directly!


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September 8, 2009

FAS 123(R) Superseded!

Nothing like an inflammatory headline to get your attention. Actually, it’s not quite that dramatic, really more like a name change rather than a new accounting standard.

FASB’s Codification Project
Under the FASB’s Codification project, all current US GAAP has been reorganized into the Accounting Standards Codification. This means that all non-governmental US GAAP–e.g., FASB Statements, FASB Staff Positions, and Emerging Issues Task Force (EITF) Abstracts–are renamed.

The ASC or “Codification,” as it’s known to FASB hipsters, is divided into five principle areas, with each area divided into Topics, Subtopics, Sections, and Paragraphs. FAS 123(R) as it relates to employees will henceforth (as of September 15) be known as “FASB ASC Topic 718 – Stock Compensation” (under the area of “Expenses”). At least they didn’t use the inscrutable “share-based payments” appellation.

Non-employees didn’t fare quite so well. 123(R) as it relates to non-employees (which it doesn’t, at least not until phase 2–but that’s a topic for a future blog, if and when FASB ever gets around to phase 2 of 123(R)) and EITF 96-18 will be “FASB ASC Subtopic 505-50 – Equity-Based Payments to Non-Employees.” Not “compensation” and relegated to a mere Subtopic. How disappointing.

Finally Someone Explains It All

I’ve known this was coming for some time; I’ve been getting emails from FASB about it that I’ve been steadfastly ignoring for several years now. Just when it was getting to the point where I thought I was going to have to assign one of my brilliant NASPP staff persons to figure it all out, we got a great memo from Frederic W. Cook & Co. that saves us the trouble.

Only the Names Have Changed

This doesn’t change 123(R) or any of the other GAAP relating to stock compensation–there’s nothing new and what was there before is all still there. It’s just been reorganized–so, theoretically, it’s going to be easier to find it all (although, honestly, I didn’t feel like the organization was a problem before).

I was concerned that what might be changing was the cost. Right now, 123(R) and most other FASB literature is available free of charge on Likewise, basic access to the Codification will also be free, although you have to register for it. Which means one more login and password to remember, although at least FASB doesn’t have all the crazy password requirements that the SEC imposes for EDGAR. There is a premium access that you can pay for that provides additional search functionalty and other cool-sounding features.

Rearranging the Grocery Store

I feel like this is sort of like what happens when my local grocer rearranges the store. Everything I’m looking for is still there, but it takes me a lot longer to do my shopping because now I can’t find any of it.

But then, I’m just a basic user. I suppose if I had a job that required me to spend a lot more time with US GAAP literature, enough that it were worth it to upgrade to the premium membership, I might find all the additional search functionality and fancy tools useful.

NASPP Conference Workshop of the Week
This week’s workshop is the double session “How to Implement Responsible Option Exchange Programs and Effectively Administering an Option Exchange Program.” “How to Implement Responsible Option Exchange Programs” will consider the corporate governance implications of option exchange programs in light of their alternatives along with how to conduct an exchange responsibly. Our panelists will illustrate how to balance both employee and shareholder interests to arrive at a solution for underwater stock options that is a win-win for all parties. “Effectively Administering an Option Exchange Program” will illustrate how to leverage technology to streamline administration of your own exchange program. You will hear real-world, practical advice on collecting tender offer elections, computing incremental expense, recording new grants and “cancelling” the original grants as our veteran panel discusses the tools available to help you with your exchange, best practices, and traps to avoid.

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

– Barbara

September 3, 2009

Mobile Employee Glossary – Part 1

At our NASPP Sacramento Chapter meeting last Thursday, Jean Wong of Sun Microsystems said that in order to talk about global stock plan administration, you really do have to address the issue of global mobility. Global mobility truly is an issue that can impact all of your company’s stock plans. You may see it mentioned in presentations, articles, discussion forums, and even in opinions from your tax advisors. In fact, if you are looking for the latest information on global mobility, don’t miss the Traveling with Equity session at our Conference this year!

Whatever the context, there are some basic terms that are commonly used when discussing global mobility. I thought I’d take a moment to provide a short general glossary. Keep in mind that these terms may be used differently by some companies, and that many companies use their own nomenclature to describe situations and individuals internally. I tried to give the most general definition to the terms below; there may be situations where these terms are used in other ways. This short glossary is intended only to help you understand what you are hearing or reading when it comes to global mobility. Always consult your company’s tax advisor when making decisions about tax withholding and reporting.

Cross-Border Employee: Cross-border employees are either mobile employees (see below), or employees who live in one tax jurisdiction, but work in another.

Domestic Employee: Domestic employees live and work in one country and are citizens or residents of that country.

Expatriate: Expatriates are individuals who live and work outside their home country. Typically, “expatriate” is a term used by the home country for an individual who has left the country to work internationally. The host country would refer to the same individual as a foreign expatriate.

Foreign Expatriate: Foreign expatriates are employees who have left their home country to live and work in another country. Typically, this term is used by the host country for an individual who has come to the country to work domestically. It is also used by the U.S. to refer to expatriates whose home and host countries are both a country other than the U.S.

Foreign National: Foreign nationals are employees who live and work internationally, but remain in their country of citizenship or residency.

Home Country: This is the country where the employee is based. Typically, it is the country of citizenship or residency. There are situations where an employee is on assignment long enough that a new home country is established.

Host Country: This is the country in which the employee is working other than their home country. Some employees have multiple host countries during their employment with one company.

Mobile Employee: Mobile employees are those that work for the company in more than one tax jurisdiction over the period of employment with the company. These may be domestically mobile or globally/internationally mobile employees.

I’d like to give a special thanks to Lauren Downes for this idea! Stay tuned next week for common terms used specifically in the United States.

The NASPP Brings You the Experts
When we say we’re putting together a panel of experts to answer member questions, we’re serious about the experts. Valerie Diamond of Baker & McKenzie and Jon Burg of Radford–half the panel in our recent “Ask the Experts: Modifications of Equity Awards” webcast–were quoted extensively this week in the article “Options Exchanges Help to Generate Legal Work,” published in The Recorder and on And, Thomas Welk, also one of the webcast panelists, discusses simultaneous acceptance of grants issued in a option exchange in this month’s SOS Xtra (published by Stock & Option Solutions).

Listen to the audio archive of the webcast or read our panel’s answers to the questions that were submitted.


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September 1, 2009

Stock Options and Sunspots

Two weeks ago I blogged about a rather inscrutable study, “Some Unpleasant General Equilibrium Implications of Executive Incentive Compensation Contracts,” suggesting that stock options caused the recession. I have a few follow-up thoughts today…

Maybe Stock Options Didn’t Cause the Recession After All

For a different viewpoint on what might have caused the current economic crisis, see the article “Cocksure: Banks, Battles, and the Psychology of Overconfidence” on The New Yorker website (July 27, 2009). The article suggests that the failure of Bear Stearns and other investment banks may have been due to overconfidence on the part of the folks running the firms. People who are overconfident take more risks. And running an investment firm is a high stress job, so the people who do it tend to have a very high level of confidence in their own skills.

And when you take a lot of risks, sometimes those risks have unfortunate consequences, especially when the stakes are high.  One overconfident person taking risks might not matter so much. But when you have a lot of overconfident people taking a lot of risks, and those people work in an industry that is central to our economy, well, that’s a problem.

Even so, it’s hard to say that compensation didn’t have any role in the firms’ demises. It seems to me that compensation may have exacerbated the overconfidence problem. When you combine overconfidence with (over)compensation based on firm performance, that’s bound to encourage risk-taking. And stock options are the quintessential performance-based compensation: a highly leveraged instrument with a lot of upside potential (and downside risk to match). So I guess I’m back where I started from and maybe stock options did cause the recession after all.

I’ve never considered The New Yorker to be easy reading, but this article is a welcome relief compared to the aforementioned study. Thanks to Bruce Brumberg of for pointing it out to me.

We Have a Winner

Two winners, in fact. Ten points each go to Emily Cervino of the CEP Institute and Terry Adamson of Radford for using “stock options” and “sunspots” in a sentence. Emily’s sentence was “Thanks to my tech bubble stock options, I bought a yacht and now must suffer the consequences of over exposure and sunspots.” Terry’s sentence was “I got sunspots after falling asleep with your boring article about stock options while reading on the beach.”

What? No Takers?

It’s odd, but no one has volunteered to read the study and summarize it for me. So if you were tempted but afraid that you’d have too much competition, no need to be shy. Come on, you know you want to. I won’t even make you pay the $5 to download the study.

NASPP Workshop of the Week
While we’re on the topic of risk and compensation, this week’s workshop is Coming Regulatory Reform: Impact of Risk Assessment on Pay (and Other Repercussions). If you haven’t yet thought about how your compensation programs might encourage your executives to take risks, you will soon. This panel will look at legislative reforms from Congress, as well as new rules from Treasury and the SEC, relating to risk and compensation, especially stock compensation. Don’t head into next year’s proxy season without understanding how this issue applies to your company’s executive pay packages.       

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

– Barbara