The Taxation of Executive Compensation

Over the past 20 years, there has been a dramatic increase in the share of executive compensation paid through stock options. We examine the extent to which tax policy has influenced the composition of executive compensation, and discuss the implications of rising stock-based pay for tax policy. We begin by describing the tax rules for executive pay in detail and analyzing how changes in various tax rates affect the tax advantages of stock options relative to salary and bonus. Our empirical analysis leads to three conclusions. First, there is little evidence that tax changes have played a major role in the dramatic explosion in executive stock-option pay since 1980. Although the tax advantage of options has approximately doubled since the early 1980s, options currently have only a slight tax advantage relative to cashapproximately $4 per $100 of pretax compensation to the executive. A more convincing story for the dramatic explosion in stock options involves changes in corporate governance and the market for corporate control. For example, there is a strong correlation between the fraction of shares held by large institutional investors and the fraction of executive pay in the form of stock options, a result that holds both longitudinally and cross-sectionally. Second, we find evidence that the million-dollar rule (which limited the corporate deductibility of non-performance-related executive compensation to $1 million) led firms to adjust the composition of their pay away from salary and toward performance-related pay, although our estimates suggest that this substitution was minor. We find no evidence that the regulation decreased the level of total compensation. Third, we examine whether there is evidence for significant shifting of the timing of option exercises in response to changes in tax rates. After replicating Goolsbee's (1999) result regarding tax shifting with our data for the 1993 tax reform, we show that no such shifting occurred in either of the two tax reforms of the 1980s. Moreover, we find evidence that much of the unusually large level of option exercises in 1992 was the result of the rising stock market rather than the change in marginal tax rates.