CEO Stock Ownership Policies - Rhetoric and Reality

53 Pages Posted: 9 Nov 2013 Last revised: 11 Apr 2016

See all articles by Nitzan Shilon

Nitzan Shilon

Peking University School of Transnational Law; Israel Securities Authority

Date Written: December 12, 2013

Abstract

This paper is the first academic endeavor to analyze the efficacy and transparency of current stock ownership policies (SOPs) in U.S. public firms. SOPs generally require managers to hold some of their firms’ stock for the long term. Following the 2008 financial crisis, firms universally adopted these policies and cited them more than any other policy as a key element in their mitigation of risk. However, my analysis of the current SOPs of S&P 500 CEOs disputes what firms claim about these policies. First, I find that SOPs are extremely ineffectual in making CEOs hold on to their firm’s stock; this is because the way these policies function generally allows CEOs to immediately unload virtually all the stock they own. Second, I show that firms camouflage this weakness in their public filings. I explain why my findings are troubling, and I propose a regulatory reform to make SOPs transparent. Transparency can be expected to push boards and shareholders to improve the actual content of these policies.

Keywords: executive compensation, executive pay, equity-based compensation, restricted shares, options, risk-taking, long-term, unloading, hedging

JEL Classification: G32, G38, K22

Suggested Citation

Shilon, Nitzan, CEO Stock Ownership Policies - Rhetoric and Reality (December 12, 2013). Indiana Law Journal, Vol. 90, No. 1, 2015; Peking University School of Transnational Law Research Paper No. 15-5. Available at SSRN: https://ssrn.com/abstract=2351343 or http://dx.doi.org/10.2139/ssrn.2351343

Nitzan Shilon (Contact Author)

Peking University School of Transnational Law ( email )

University Town,
Xili, Nanshan District
Shenzhen, Guangdong 518055
China

Israel Securities Authority ( email )

22 Kanfei Nesharim Street
Jerusalem 95464
Israel

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