City & Business: Bizarre options

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The Independent Online
PETER KINDERSLEY is an influential publisher and a very rich man. As a book designer in the 1970s he helped produce the seminal bedside manual, The Joy of Sex, before going on to found his own publishing company, Dorling Kindersley. Apart from the occasional hiccup, DK has prospered, producing a raft of distinctively designed reference books. Bill Gates of Microsoft was impressed enough to take a 20 per cent stake in the company, and the two sides are busy converting books on to interactive CDs.

Mr Kindersley's shares in DK are worth about pounds 85m. He can afford to be generous. Even so, the incentive scheme he announced last week is frankly bizarre. He is offering 20 of his staff the chance to buy 950,000 of his own DK shares (current price 303p) for just 16p as long as they stay with the company for another two and a half years. His personal holding will fall from 411 2 per cent to 40 per cent.

He argues that he has to set up an option scheme out of his own pocket because institutional investors do not like too many option schemes. True, but most companies have far bigger schemes than DK's existing one. (I see from Tesco's bid document for Wm Low that some Tesco directors have as many as 16 different option packages])

He also argues that by motivating staff the company is more likely to prosper, and that 40 per cent of a successful DK will be worth more than 411 2 per cent of a less successful DK.

Even so, it's an odd arrangement. Even if the 20 executives fail to lift the share price at all, they will collect profits of pounds 136,000 each. If they mess up and the share price halves, say, they will still earn themselves profits of pounds 64,000 each.

Nothing short of monumental mismanagement - enough to wipe 95 per cent from the value of the company - would prevent them from being rewarded with something. Incentive, or insanity?