_________________________________________________________________

  E M P L O Y E E   B E N E F I T S ,   C O M P E N S A T I O N
                    &   P E N S I O N   L A W
                  Vol. 3,  No. 11: June 6, 2002
_________________________________________________________________

Publisher:     LSN Employment, Labor, Compensation & Pension Journals
               a division of
               Social Science Electronic Publishing, Inc. (SSEP)
               and Social Science Research Network (SSRN)

Editor:        PAMELA PERUN
               Urban Institute
               Mailto:pamela@planetnow.com

Copyright:     SSEP, Inc. 2002. All rights reserved.

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                      Topic of This Issue:
                          Pay Policies
   ___________________________________________________________


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T A B L E   of   C O N T E N T S
_________________________________________________________________


NEW and FORTHCOMING ARTICLES

"Mitigating the Pain of Equity Compensation in a Down Market"
      Tax Notes, Vol. 93, No. 8, November 19, 2001
     MICHAEL E. MOONEY
        Nutter, McClennen & Fish, LLP


"Managerial Remuneration: The Indirect Pay-for-Performance
 Relation"
      Journal of Corporate Law Studies, Vol. 2, December 2001
     JOSEPH A. MCCAHERY
        Tilburg University
     LUC D.R. RENNEBOOG
        Tilburg University
        Department of Finance

WORKING PAPERS

"Entrenchment and Severance Pay in Optimal Governance Structures"
     ANDRES ALMAZAN
        University of Texas at Austin
        Red McCombs School of Business
     JAVIER SUAREZ
        Centro de Estudios Monetarios y Financieros (CEMFI)
        Centre for Economic Policy Research (CEPR)


"The Price of Doing Good: Executive Compensation in Nonprofit
 Organizations"
     PETER FRUMKIN
        Hauser Center, Kennedy School, Harvard University
     ELIZABETH K. KEATING
        Northwestern University
        Kellogg Graduate School of Management


"Do Underwater Executive Stock Options Still Align Incentives?
 The Effect of Stock Price Movements on Managerial
 Incentive-Alignment"
     LI JIN
        Harvard Business School
     LISA K. MEULBROEK
        Harvard Business School


"Restoring the Link Between Pay and Performance: Evaluating the
 Costs of Relative-Performance-Based (Indexed) Options"
     LISA K. MEULBROEK
        Harvard Business School


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EDITORIAL POLICIES
 To provide the broadest coverage of research in Employee
 Benefits, Compensation & Pension Law we do not referee working
 papers. We accept abstracts of working papers in Employee
 Benefits, Compensation & Pension Law whose topics suit the
 coverage of the journal and which are part of the worldwide
 scholarly discourse.


N E W   and   F O R T H C O M I N G   Articles
_________________________________________________________________

"Mitigating the Pain of Equity Compensation in a Down Market"
      Tax Notes, Vol. 93, No. 8, November 19, 2001

      BY:  MICHAEL E. MOONEY
              Nutter, McClennen & Fish, LLP

 Contact:  MICHAEL E. MOONEY
   Email:  Mailto:mem@nutter.com
  Postal:  Nutter, McClennen & Fish, LLP
           One International Place
           Boston, MA 02110-2699  UNITED STATES
   Phone:  (617) 439-2342

ABSTRACT:
 The dramatic decrease in equity values since early 2000 has left
 many executives and directors, and the companies with whom they
 work, facing the dilemma of how to deal with awards made under
 equity compensation programs at what appear now to be inflated
 values. In this report, Mooney explores ways to mitigate the
 adverse impact of these value reductions and the tax and other
 consequences of doing so. He concludes that there are several
 ways to deal with an unexpected price decline, but warns that
 time may be of the essence in achieving an effective solution to
 the problem.


JEL Classification: J33, H24, H25
______________________________

"Managerial Remuneration: The Indirect Pay-for-Performance
 Relation"
      Journal of Corporate Law Studies, Vol. 2, December 2001

      BY:  JOSEPH A. MCCAHERY
              Tilburg University
           LUC D.R. RENNEBOOG
              Tilburg University
              Department of Finance

 Contact:  JOSEPH A. MCCAHERY
   Email:  Mailto:J.A.McCahery@kub.nl
  Postal:  Tilburg University
           Faculty of Law
           Postbus 90153
           5000 LE Tilburg,    NETHERLANDS
   Phone:  31-(0)13-466-2306
     Fax:  31-(0)13-466-2323
 Co-Auth:  LUC D.R. RENNEBOOG
   Email:  Mailto:luc.renneboog@kub.nl
  Postal:  Tilburg University
           Department of Finance
           Warandelaan 2
           P.O. Box 90153
           5000 LE  Tilburg,    NETHERLANDS

ABSTRACT:
 This article examines the relation between executive cash
 compensation and corporate governance in Europe. Most research
 performed on the pay-for-performance relation has been conducted
 in the United States and the United Kingdom, because the widely
 held nature of shareholding makes the potential agency conflict
 between shareholders and management most prominent. Arguably, a
 stronger relation between pay and corporate performance might be
 expected in market-oriented than in control-oriented regimes.
 This is not, however, the case. Instead, there is recent
 evidence which shows that CEO cash-based compensation in the
 United Kingdom (a market-oriented system) hinges more on
 corporate sales growth. Conversely, executive compensation in
 some control-oriented systems appears not to depend solely on
 corporate sales growth, but relies, to a large extent, on share
 price and accounting performance. In particular, executive
 directors of Spanish firms controlled by strong investor groups
 receive increases in cash remuneration if their companies
 generate increases in shareholder value. In contrast, Spanish
 executives' cash compensation is linked to accounting
 performance if the company's equity concentration is diffuse.

 Keywords: corporate governance; executive pay


JEL Classification: D23, G32, J33, J44, K22
______________________________

W O R K I N G   P A P E R   Abstracts
_________________________________________________________________

"Entrenchment and Severance Pay in Optimal Governance Structures"

      BY:  ANDRES ALMAZAN
              University of Texas at Austin
              Red McCombs School of Business
           JAVIER SUAREZ
              Centro de Estudios Monetarios y Financieros (CEMFI)
              Centre for Economic Policy Research (CEPR)

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=293562

           Other Electronic Document Delivery:
           http://www.afajof.org/prog2002.shtml
           SSRN only offers technical support for papers
           downloaded from the SSRN Electronic Paper Collection
           location. When URLs wrap, you must copy and paste
           them into your browser eliminating all spaces.

Paper ID:  AFA 2002 Atlanta Meetings
    Date:  October 2001

 Contact:  ANDRES ALMAZAN
   Email:  Mailto:Andres.Almazan@bus.utexas.edu
  Postal:  University of Texas at Austin
           Red McCombs School of Business
           Finance Department
           21st Street & Speedway
           Austin, TX 78712  UNITED STATES
   Phone:  512-471-4368
     Fax:  512-471-5073
 Co-Auth:  JAVIER SUAREZ
   Email:  Mailto:suarez@cemfi.es
  Postal:  Centro de Estudios Monetarios y Financieros (CEMFI)
           Casado del Alisal 5
           28014 Madrid,    SPAIN

ABSTRACT:
 This paper explores how motivating an incumbent CEO to undertake
 actions that improve the effectiveness of his management
 interacts with the firm's policy on CEO replacement. Such policy
 depends on the presence and the size of severance pay in the
 CEO's compensation package and on the CEO's influence on the
 board of directors regarding his own replacement (i.e.,
 entrenchment). We explain when and why the combination of some
 degree of entrenchment and a sizeable severance package is
 desirable. The analysis offers predictions about the correlation
 between entrenchment, severance pay, and incentive compensation.

______________________________

"The Price of Doing Good: Executive Compensation in Nonprofit
 Organizations"

      BY:  PETER FRUMKIN
              Hauser Center, Kennedy School, Harvard University
           ELIZABETH K. KEATING
              Northwestern University
              Kellogg Graduate School of Management

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=292253

Paper ID:  Hauser Center for Nonprofit Orgs. Working Paper No. 8
    Date:  October 2001

 Contact:  PETER FRUMKIN
   Email:  Mailto:peter_frumkin@harvard.edu
  Postal:  Hauser Center, Kennedy School, Harvard University
           79 John F. Kennedy Street
           Cambridge, MA 02138  UNITED STATES
   Phone:  617-495-8057
     Fax:  617-495-0996
 Co-Auth:  ELIZABETH K. KEATING
   Email:  Mailto:e-keating@nwu.edu
  Postal:  Northwestern University
           Kellogg Graduate School of Management
           Dept of Accounting and Information Management
           2001 Sheridan Road
           Evanston, IL 60208  UNITED STATES

Paper Requests:
 Contact Corinne Locke, Project Coordinator, Postal: Kennedy
 School of Government, Harvard University, Hauser Center for
 Nonprofit Organizations, 79 JFK Street, BT 214, Cambridge, MA
 02138 USA. Mailto:corinne_locke@harvard.edu Phone: 617-496-0192.
 Fax: 617-495-0996. Hard copy paper fee: $5 domestic, $10
 international. Checks should be made out to Harvard University.

ABSTRACT:
 This article examines whether nonprofit executive pay patterns
 are consistent with the espoused social mission of these
 organizations. We find that nonprofit CEOs are paid a
 significant fixed component, and many CEOs also receive
 additional pay associated with managing larger sized
 organizations. Our analysis indicates that nonprofit executive
 compensation is not significantly related to CEO performance, as
 measured either by improved fund-raising results or better
 administrative efficiency. This weak pay-for-performance link
 may be due in part to nonprofits' concern about violating the
 non-distribution constraint in the sector, which prohibits the
 distribution of excess earnings. While nonprofits may not be
 breaching the letter of the law, some organizations appear to
 challenge its spirit: We present evidence that CEO compensation
 is significantly higher in organizations where free cash flows
 is present, as measured by commercial revenues, liquid assets
 and investment portfolios.

______________________________

"Do Underwater Executive Stock Options Still Align Incentives?
 The Effect of Stock Price Movements on Managerial
 Incentive-Alignment"

      BY:  LI JIN
              Harvard Business School
           LISA K. MEULBROEK
              Harvard Business School

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=291571

Paper ID:  Harvard Business School Working Paper No. 02-002
    Date:  November 2001

 Contact:  LISA K. MEULBROEK
   Email:  Mailto:lmeulbroek@hbs.edu
  Postal:  Harvard Business School
           Morgan Hall
           Soldiers Field
           Boston, MA 02163  UNITED STATES
   Phone:  617-495-6992
     Fax:  617-496-7357
 Co-Auth:  LI JIN
   Email:  Mailto:ljin@hbs.edu
  Postal:  Harvard Business School
           Morgan Hall
           Soldiers Field
           Boston, MA 02163  UNITED STATES

Paper Requests:
 Contact Harvard Business School Publishing, 60 Harvard Way,
 Boston, MA 02163. Phone: (800)545-7685 or (001)617-783-7600
 (outside US & Canada). Mailto:custserv@hbsp.harvard.edu
 Web: http://www.hbsp.harvard.edu or contact author(s)directly.

ABSTRACT:
 The concern that out-of-the-money stock options are not an
 effective way to motivate managers has led boards of directors
 to consider measures such as lowering the exercise price of
 underwater options, or issuing new option grants, to restore the
 incentive managers have to increase shareholder value. This
 paper explores whether such measures are needed: do
 out-of-the-money options lose their power to align incentives?
 We address this question by estimating how the
 incentive-alignment power of options changed over the course of
 the year 2000, a year that for many firms marked the derailment
 of the long-running bull stock market. Examining the sensitivity
 in the value of the manager's stock option to changes in the
 firm's stock price (one metric for incentive-alignment power),
 we find that in general the ability of options to align
 incentives remained remarkably intact. This resilience in
 incentive-alignment power stems from the long maturity of
 executive stock options, the relatively high stock price
 volatility of firms that experienced stock price declines, and
 to a lesser extent, the increase in volatility levels that
 accompanied weakening stock prices. We test the robustness of
 these results to the metric of incentive-alignment power,
 replacing market values with the value that managers place on
 their stock and option holdings, adjusting for managers'
 inability to fully diversify their portfolios. We also test how
 sensitive our results are to volatility assumptions. We conclude
 that even a steep decline in stock price can leave incentive
 levels intact, so restoring incentive-alignment is seldom a good
 justification for resetting the stock price or issuing new
 option grants. Before rejecting such measures, however, boards
 must examine whether the ability of stock and option holdings to
 retain key managerial talent deteriorated as the stock price
 declined, for our findings suggest that in selected firms or
 industries, the value of those holdings declined substantially.

 Keywords: Executive compensation, Stock options, Incentives,
 Underwater options


JEL Classification: G32, G34, J33, J44, M52
______________________________

"Restoring the Link Between Pay and Performance: Evaluating the
 Costs of Relative-Performance-Based (Indexed) Options"

      BY:  LISA K. MEULBROEK
              Harvard Business School

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=294442

Paper ID:  Harvard Business School Working Paper No. 02-021
    Date:  December 2001

 Contact:  LISA K. MEULBROEK
   Email:  Mailto:lmeulbroek@hbs.edu
  Postal:  Harvard Business School
           Morgan Hall
           Soldiers Field
           Boston, MA 02163  UNITED STATES
   Phone:  617-495-6992
     Fax:  617-496-7357

Paper Requests:
 Contact Harvard Business School Publishing, 60 Harvard Way,
 Boston, MA 02163. Phone: (800)545-7685 or (001)617-783-7600
 (outside US & Canada). Mailto:custserv@hbsp.harvard.edu
 Web: http://www.hbsp.harvard.edu or contact author(s)directly.

ABSTRACT:
 Conventional stock options, say their critics, do not adequately
 discriminate between strong and weak managers because their
 value fluctuates with the performance of the overall market.
 Such critics propose replacing conventional stock options with
 options whose payoff depends on firm performance relative to
 some market or industry benchmark. While these
 relative-performance-benchmarked options (also referred to as
 "indexed" options) offer the benefits that accrue from a tighter
 link between managers' pay and their performance, they also have
 costs. This paper compares the "deadweight costs" of
 relative-performance-benchmarked options to those of
 conventional options. By "deadweight cost," I mean the gap
 between the firm's cost of granting the option and the value of
 that option to less-than-fully-diversified managers. This gap
 arises because managers compelled to hold stock or options to
 align incentives cannot fully diversify their portfolios, and
 must therefore bear more risk than would well-diversified
 investors. The less-than-fully-diversified managers will
 therefore always value their stock and option-based compensation
 at less than its market value. I estimate the cost of this lost
 diversification, and find that, perhaps surprisingly, the gap
 between the firm's cost (the market value) and the manager's
 private value of an option is 57% greater for
 relative-performance-based options than for conventional
 options. The relative-performance-based options have larger
 deadweight costs because, by design, they strip away the
 manager's exposure to all systematic risk, leaving her with a
 portfolio with an expected return no better than the risk-free
 rate. One practical implication of this insight is that firms
 implementing a relative-performance-based compensation system
 should not boost the number of options awarded over the number
 that they would have otherwise awarded in a conventional stock
 option plan, even though indexed options have a lower market
 value than conventional options. Instead, firms should increase
 the cash component of managers' pay, which has the effect of
 decreasing the deadweight losses of the compensation plan while
 maintaining or even improving its power to align incentives.