Hhgregg Option Repricing Is Unfair To Shareholders

May.12.13 | About: hhgregg, Inc. (HGG)

hhgregg (NYSE:HGG) has always struck me as a rather shareholder-friendly company. So it caught me off-guard when hhgregg's management decided to re-price its underwater options. Such actions are a huge red flag for investors.

The handout of options to managers is always justified on the premise that it aligns manager and shareholder interests. What is often glossed over, however, is the fact that options contain an inherent asymmetry in their outcomes: a poor outcome, even an extremely poor one, results in option values that never go below zero, whereas a positive outcome results in positive gains. Because of this asymmetry, managers who are paid in options are incentivized to take far more risks than shareholders would deem appropriate. This is no small issue; as I've written before, the use of options likely contributed to the downfall of Lehman Brothers.

So even left untouched, options already provide perverse incentives to management. But by re-pricing options, as hhgregg just finished doing, the incentives become even worse. Rather than option values that go to zero when the stock price gets pumeled,management actually gets long-term benefits from a felled stock price! For example, CEO Dennis May just saw the strike price on 75,000 of his options go from $28.31 to just $13.56!

The explanation offered up by the company is that these strike price reductions were accompanied by a three-year increase in vesting periods, encouraging employee retention. But that sounds like a lame excuse; by providing even more time before the options expire, the options become even more valuable. For example, in the Dennis May example cited above, his options went from being worth 7 cents each to being worth over $3.50/option! (Calculations are based on this Black-Scholes option value calculator.)

Instead of expiring in 2017, his options will instead expire in 2020. Did shareholders really benefit from this extra vesting period? Probably not, I would venture.

The strange thing is, this company has otherwise behaved in a rather shareholder-friendly manner. Management owns a considerable number of shares, only grows when it is profitable to do so, and buys back shares when the stock is cheap. But this option re-pricing appears nothing more than a cash grab. Going forward, this company should be closely monitored for more unscrupulous activity.

Disclosure: I am long HGG. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it. I have no business relationship with any company whose stock is mentioned in this article.