114 The Business of Value Investing
Dell, founder of Dell Computer, a multibillion - dollar company
( $ 23 billion as of December 2008) owns over 10 percent of the
outstanding stock, according to a 2008 Dell Proxy Filing. Warren
Buffett, who took over Berkshire Hathaway in the 1970s, owns over
30 percent of the stock. 4 In both instances, substantial portions of
net worth and company ownership are involved.
How the stock is owned is also worth an investigative look. The
reason has to do with stock options, or rights given to company
insiders to purchase stock at a predetermined price. Debate abounds
regarding use of stock options. Some defend stock options as a moti-
vating incentive that aligns management ’ s interest with shareholders
(increasing the stock price). Others see options as a blank - check way
for companies to reward management at the expense of sharehold-
ers (diluting the existing shares). Regardless of your viewpoint, what
is factually accurate is that options have an asymmetric payoff struc-
ture for those who receive them. An executive who receives options
benefi ts tremendously if the company prospers as the stock options
become more valuable. If the company performs poorly, the execu-
tive is not any worse off because the options expire worthless. It ’ s a
classic case of heads you win big, tails you lose nothing.
If the majority of stock owned by insiders is in the form of
options that were granted that represent little or no cost to the
grantee, don ’ t ascribe to them the same weight as you would to out-
right ownership of the stock. It ’ s much more impressive and con-
fi rming of their dedication to the success of the company to see
managers make outright market purchases of stock just like any
other shareholder.
Understanding all of these considerations, look for manage-
ment that eats their own cooking.
Executive Compensation
The debate regarding executive compensation is one without con-
clusion. There will always be those who view it as too generous and
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