Silicon Valley Watcher - Former FT journalist Tom Foremski reporting from the intersection of technology and media

1.11.07: Steve Jobs benefitted from backdated options

Posted by Richard Koman - January 11, 2007

Steve Jobs didn't benefit from backdated stock options grants he received, because he gave them up in 2003. So says Apple's internal investigation on the matter. But, it turns out, he certainly did benefit.

According to Apple filings with the SEC, Jobs exchanged his options for $75 million worth of restricted Apple stock - 5 million shares - just about the value of the options he gave up, the Washington Post reports.

Washington Post: Apple Chief Benefited From Options, Records Indicate

Steve Dowling, Apple's director of corporate communications, said the 2003 transaction did not directly benefit Jobs because he could not sell the restricted shares until he had remained at Apple for another three years.

Some investor advocates call that explanation disingenuous. "You are torturing the English language to say he did not benefit from the options," said Patrick McGurn, executive vice president of Institutional Shareholder Services. "He certainly benefited from the grant because the grant was converted on a value-to-value basis."

Plus, McGurn says, the stock option value was inflated because of improper backdating, so the amount of restricted stock he received was also improper.

Jobs was finally able to sell his 10 million restricted shares (there was a stock split) in March 2006. He sold half at that time for $295.7 million. At today's close of 98.50, that would give him roughly $492 million if he sold the remaining shares today - nothing to sneeze at even with a personal fortune of $4.9 billion.

Still with the SEC and possibly the federal and California attorneys general looking into the matter, that might not be such a bright idea.

Apple disclosed to the Securities and Exchange Commission late last month that it had falsified the approval of 7.5 million stock options given to Jobs in 2001 by recording a fictitious October meeting to ratify the options. The company acknowledged that the options were actually finalized on Dec. 18, 2001. That date's stock price, which Apple now concedes should have been the basis for the option price, was 15 percent higher than it was on the date of Jobs's grant.

Though Apple said Jobs may have recommended the selection of some favorable dates for options, it said he did not appreciate the accounting significance of choosing false dates. The company said its internal review found no misconduct by current members of Apple management.

And there's another grant, in 2000, of 10 million shares. The options were granted on Jan. 12, 2000, a date Apple stands by. And it just so happens that on date Apple stock was worth the lowest for a six-month period. Apple didn't communicate the grant until Jan. 18, which the stock had gained 20 percent. Guess he was just lucky. ..

Lucian Bebchuk, director of Harvard Law School's program in corporate governance, said Jobs falls into a category of chief executives that Bebchuk has labeled "super-lucky." These are the people who have received stock options on dates representing the lowest price of the financial quarter.

"He has some company. He is not the only one to be as fortunate," Bebchuk said. He and his fellow researchers found in a study released two months ago that about 1,000 CEO grants from 1996 to 2005 fell into this category. For most of these options, he said, the dates were more likely to have been the result of "manipulation" rather than good fortune.

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