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Change in Aggregate CEO Outstanding Equity Awards vs. Market Capitalization

S&P 500 CEOs: WINNERS AND LOSERS DURING A VOLATILE 2011 STOCK MARKET Aggregate Value of Outstanding Equity Awards for S&P 500 CEOs Up +1.2%. Change in Aggregate CEO Outstanding Equity Awards vs. Market Capitalization.

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Change in Aggregate CEO Outstanding Equity Awards vs. Market Capitalization

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  1. S&P 500 CEOs: WINNERS AND LOSERS DURING A VOLATILE 2011 STOCK MARKETAggregate Value of Outstanding Equity Awards for S&P 500 CEOs Up +1.2%

  2. Change in Aggregate CEO Outstanding Equity Awards vs. Market Capitalization • Collectively, the value of outstanding equity awards for the S&P 500 CEOs increased +1.2% in 2011, erasing midyear swings of +22% in April and -16% in September. • The aggregate market capitalization for these companies decreased -1.1% during the same period, according to a recent Steven Hall & Partners study. - 1 -

  3. Winners & Losers • While the data shows an increase for the group as a whole, there were actually more ‘losers’ than ‘winners’ in 2011. Of the 496 CEOs analyzed in the study: • 232 (48%) gained an average of $12.8 million • 255 (52%) lost an average of -$10.8 million Change in Value of Outstanding Equity Awards - 2 -

  4. Majority of Gains & Losses Concentrated Among a Few CEOs • The largest gains and losses were concentrated among a handful of CEOs • Due primarily to changes in unexercised option value • Of the 232 CEOs whose wealth increased during the year, more than half the gains came from just 32 individuals • Among the 255 CEOs who lost value, more than half the losses observed came from 22 CEOs. - 3 -

  5. Stock Options = Leverage • Over 60% of the gains and losses among the group came from changes in unexercised stock option value • The leveraged nature of stock options can result in significant gains if long term stock price increases are attained • Conversely, if the stock price falls below the exercise price, the option loses all of its value Average Change in Value of Equity Vehicles as % of Change in Total Outstanding Equity Value - 4 -

  6. Our View • Our analysis reinforces the need for companies to develop balanced long-term incentive portfolios consisting of • Stock options • Time-vested restricted stock • Performance-vested vehicles • Boards can ensure that executives remain focused and engaged on delivering returns to shareholders over the long-term by making regular annual awards consisting of • Multiple vehicles • Differing vesting schedules • Complementary performance metrics - 5 -

  7. About the Study • Analyzed equity held by CEOs as disclosed in proxy statements filed in 2011 for companies listed in the S&P 500 on December 31, 2011 • Excludes four companies that went public during the year • Equity Valuation • Stock Options calculated as the difference between month-end stock prices and the option exercise price multiplied by the number of options held • Full value awards valued by multiplying stock price by the number of shares held • For additional details regarding the study, please contact Steven Hall Jr. • 212-488-5400 • sehall@shallpartners.com - 6 -

  8. About Steven Hall & Partners Steven Hall & Partners is an independent executive compensation consulting firm serving as outside counsel to Boards, Compensation Committees and management. The firm focuses solely on executive compensation, Director remuneration and related corporate governance matters. For more information Web: www.shallpartners.com Email: shp@shallpartners.com Phone: 212.488.5400 Twitter: @SHallPartners - 7 -

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