The NASPP Blog

Monthly Archives: September 2016

September 29, 2016

I Can’t Believe It’s the Law! Unexpected Legal Issues around the World.

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 24th Annual NASPP Conference, is great way to get to know our many distinguished speakers and find out a little more about their sessions in advance of the Conference.

For today’s “Meet the Speaker” interview, we feature Nicholas Greenacre of White & Case, who will lead the session “I Can’t Believe It’s the Law! Unexpected Legal Issues around the World.”

Here is what Nicholas had to say:

NASPP: What is a common misperception about laws outside the United States?

Nicholas: It is often wrongly assumed that stock plan law and regulation is uniform throughout the EU. Employers should be aware of each jurisdiction’s particular requirements. For example, under the Danish Stock Option Act, employees in Denmark retain all rights to stock options, whether vested or unvested. Employees are entitled to receive a share of the awards to which they would have been entitled according to agreement or custom, proportionate to the length of their employment in that accounting year, had the employee still been employed. Employees’ rights under the Act cannot be waived, so companies may find that former employees have rights under the stock plan, despite their employment having terminated.

NASPP: What is one action should companies be taking now?

Nicholas: Prepare for and respond to Brexit—get in touch with your legal team! Although it may be some time before there is any clarity on the implications of Brexit on stock plans and UK employment law, attendees should continue to monitor developments and have contingency plans in place.

NASPP: What is the silver lining in global stock plan compliance?

Nicholas: Securities may not be sold to U.S. citizens before they are registered with the SEC, and the SEC registration process can be costly. However, there are various exceptions that allow foreign companies to issue securities to US citizens without SEC registration. Exemptions include: Rule 701, Regulation D, and Regulation S. Rule 701 is designed specifically for equity compensation plans, but can also be used for plans which offer deferred compensation obligations, which are deemed “securities.” Regulation D provides that equity awarded to individuals who qualify as “accredited investors” are exempt from registration. Regulation S is an exemption for certain grants made outside of the United States to non-US recipients, provided that certain resale restrictions and holding periods are satisfied.

NASPP: What is your favorite restaurant or tourist attraction in Houston?

Nicholas: I enjoy visiting the Gerald D. Hines Waterwall Park. It is a multi-story sculptural fountain that sits opposite the south face of Williams Tower in the Uptown District of Houston. The fountain and its surrounding park are beautiful!

When I am in Texas, I like to sample the barbecue. I love the smoked brisket, pulled pork and homemade sausages at Killeen’s BBQ in Pearland. Some of the more unusual items on the menu, like the brisket tamales, are really delicious too.

Don’t miss Nicholas’s session, “I Can’t Believe It’s the Law! Unexpected Legal Issues around the World,” at the NASPP Conference!

About the NASPP Conference

The 24th Annual NASPP Conference will be held from October 24-27 in Houston. This year’s program features close to 100 sessions on today’s most timely topics in stock and executive compensation; check out the full agenda and register today!

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September 28, 2016

NASPP To Do List

Less Than a Month!
The 24th Annual NASPP Conference is less than a month away. The Conference will be held from October 24-27 in Houston. Register today!

Brexit and Your Stock Plans
The latest episode in the NASPP’s Equity Expert Podcast series is “What We Might Expect with Brexit with Paula Holland, Ann Bevitt & Chris Finney from Cooley.”  My understanding is that it is “brilliant.” Listen to it today!

NASPP To Do List
Here’s your NASPP To Do List for the week:

 

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September 27, 2016

Getting a Seat at the Table: HR Leaders Using Effective Equity Strategies in the Boardroom

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 24th Annual NASPP Conference, is great way to get to know our many distinguished speakers and find out a little more about their sessions in advance of the Conference.

For today’s “Meet the Speaker” interview, we feature Josh Henke of Compensation & Benefit Solutions, who will lead the session “Getting a Seat at the Table: HR Leaders Using Effective Equity Strategies in the Boardroom.”

Here is what Josh had to say:

NASPP: What is the focus of your panel?

Josh: Many times, HR functions and HR leadership are viewed as administrative positions that don’t offer much in the form of company strategy and vision. Our panel removes this stigma from HR Leadership by offering techniques and approaches to make HR more strategic to the company, valuable to the C-Suite, and integral in the board room.  This is a presentation about using long-term incentive equity to leverage and increase HR’s internal worth.

NASPP: What is a common mistake HR leaders make and how can this be avoided?

Josh: HR leaders often fail to insert themselves and offer up strategic solutions to company operational issues. They become reactive to the company’s talent needs instead of getting out ahead of the problems before they become an issue. Companies must encourage their HR leaders to get out of their comfort zone, be more hands-on as issues arise, and shift their focus toward operational alignment.

NASPP: What is the most innovative response you’ve seen from a company experiencing a talent crisis?

Josh: We spent three years working with a client to design executive compensation programs without any HR involvement.  The Chairman & CEO and CFO did not believe in the strategic nature of HR.  Due to this, the Board had no interaction with HR.  The company started experiencing a market downturn, a talent shortage and a surge of shareholder activism.  Finally, the senior HR leader stepped up to offer solutions to the talent shortages, engaged with operational leaders to understand their needs, and created a strategic vision for talent going forward which the Board utilized to calm the activists.  The HR Leader was promoted to the SVP Level and started attending all Compensation Committee meetings as a valued resource.

NASPP: What are your favorite restaurants in Houston?

Josh: Being a Houstonian, I love the variety of restaurants and cuisines offered in our diverse city.  Close to downtown and by cuisine:

  • Tex-Mex: The Original Mama Ninfa’s on Navigation
  • Sushi: Uchi
  • Italian: Damian’s
  • American Outdoor: Moon Tower Inn
  • Fine Dining: Oxheart

Don’t miss Josh’s session, “Getting a Seat at the Table: HR Leaders Using Effective Equity Strategies in the Boardroom,” at the NASPP Conference!

About the NASPP Conference

The 24th Annual NASPP Conference will be held from October 24-27 in Houston. This year’s program features close to 100 sessions on today’s most timely topics in stock and executive compensation; check out the full agenda and register today!

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September 26, 2016

NASPP Chapter Meetings

Here’s what’s happening at your local NASPP chapter this week:

Salt Lake City: Carly Sanfilipo and Ryan Ross of Aon present “Valuation 101—Best Practices and Trends in Equity Valuation.” (Tuesday, September 27, 12:00 p.m.)

Sacramento: Dan Walter of Performensation presents “The Hard and Soft of Equity: Methods for Analyzing and Evaluating the Efficiency and Impact of Your Equity Programs.” (Webcast only, Wednesday, September 28, 11:00 a.m.)

Phoenix: Sue Holloway of WorldatWorks presents ” Overview of Total Rewards Today.” (Thursday, September 29, 11:30 a.m.)

San Francisco: Join the chapter for lunch and two amazing sessions! First, both Ryan Ross and Carly Sanfilipo of Aon Hewitt Company will tackle “Post Vest Holding Periods: The Intersection of Corporate Governance, Plan Design, and Financial Accounting” and then they will present “Pay Versus Performance: SEC Proposed Disclosure Rules.” (Thursday, September 29, 11:30 a.m.)

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September 22, 2016

Tax Reporting Requirements: 6039 and Beyond…

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 24th Annual NASPP Conference, is great way to get to know our many distinguished speakers and find out a little more about their sessions in advance of the Conference.

For today’s “Meet the Speaker” interview, we feature Keyoor Mankad of My Equity Comp, who will lead the session “Tax Reporting Requirements: 6039 and Beyond”.

Here is what Keyoor had to say:

NASPP: What is the most critical thing NASPP Conference attendees need to know about tax reporting?

Keyoor: 6039 reporting requirements and how to successfully manage them.The panel will review W-2 requirements for domestic and mobile international employees as well as provide tips, tricks and gotchas based on the panel’s wealth of expertise and experience.

NASPP: What are one best practice companies should implement?

Keyoor: A reporting calendar and a detailed procedural document are a must to maintain.

NASPP: What is the silver lining here?

Keyoor: Tax reporting requirements are not as cumbersome as perceived. Maintaining a good calendar and using the right resources will make things a lot easier and less time consuming.

NASPP: What is your favorite restaurant in Houston?

Keyoor: Pappas Bros. Steakhouse!!!

Don’t miss Keyoor’s session, “Tax Reporting Requirements: 6039 and Beyond,” at the NASPP Conference!

About the NASPP Conference

The 24th Annual NASPP Conference will be held from October 24-27 in Houston. This year’s program features close to 100 sessions on today’s most timely topics in stock and executive compensation; check out the full agenda and register today!

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September 20, 2016

Stock Purchase Sleuths: ESPP Insiders on Design

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 24th Annual NASPP Conference, is great way to get to know our many distinguished speakers and find out a little more about their sessions in advance of the Conference.

For today’s “Meet the Speaker” interview, we feature Tonya Epps of Stock & Option Solutions, Inc, who will lead the session “Stock Purchase Sleuths:  ESPP Insiders on Design

Here is what Tonya had to say:

NASPP: What is the most critical thing NASPP Conference attendees need to know about ESPPs?

Tonya: Plan design is so important for ESPPs. Through design of the plan, you can meet the company’s objective, relieve the administrative burden, and increase employee participation.

NASPP: What is one action should companies be taking now with respect to ESPPs?

Tonya: I’d encourage everyone with responsibility for an ESPP, or who may be considering an ESPP, to join me in a little sleuthing. Pull out your magnifying glass and really study how the plan is designed.  Some ESPP plan designs suffer from “off-the-shelf-it is,” and small tweaks can pay big dividends in reducing administrative burden. In our session, we will cover some  topics that I suspect many have never even considered, including fractional shares, transfer restrictions, purchase dates and different plans for different sources of income.

NASPP: What is the silver lining to ESPP sleuthing?

Tonya: The great news is that many small plan design or administrative improvements can be quickly and easily implemented in most cases. Once an ESPP has been approved by shareholders, there are very few changes that would require further shareholder approval. There is a huge opportunity to improve ESPP efficiency by implementing new processes, or, at most, taking a change to the board for approval.

NASPP: What is something people don’t know about you?

Tonya: Most people will think I am shy because I am not outspoken in a crowd.  So, I write spoken word poetry.  I am not wordy but I am able to rhyme about real life events.

If employee stock purchase is your profession
I’ll confess to you, it is my obsession
With a discount, look-back, and broad based
My ESPP enthusiasm is not misplaced

The company decides to the make the investment
The design of the plan is the perfect agreement
Meeting the company’s objectives
While increasing employees’ perspectives

ESPP … It is really a great opportunity
Despite this poem being so cheesy
Building relationship between the company & employee
With a goal to increase shareholders exponentially!

Don’t miss Tonya’s session, “Stock Purchase Sleuths:  ESPP Insiders on Design,” at the NASPP Conference!

About the NASPP Conference

The 24th Annual NASPP Conference will be held from October 24-27 in Houston. This year’s program features close to 100 sessions on today’s most timely topics in stock and executive compensation; check out the full agenda and register today!

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September 19, 2016

NASPP Chapter Meetings

Here’s what’s happening at your local NASPP chapter this week:

Chicago: Andrea Kagan of Solium presents “Discover Global Employment Law: The Overlooked Area of Regulatory Compliance.” (Tuesday, September 20, 7:30 a.m.)

DC/VA/MD and Philadelphia: It’s the 2nd Annual Joint DC/VA/MD & Philadelphia NASPP Chapter Half Day Event! Join the chapters for lunch and two amazing sessions! First, Barbara Klementz of Baker McKenzie will tackle “Global Equity Compliance 2.0” followed by “Hold. Flip. Split: Acrobatics of Employee Ownership” with Emily Cervino of Fidelity.” (Wednesday, September 21, 8:00 a.m.)

Denver: An informative and fun afternoon guaranteed for all! Come hang out at the one and only Molson Coors Tap Room after a panel discussion on Global Mobility and Taxation! (Thursday, September 22, 4:00 p.m.)

San Fernando Valley: Ryan Ross and Carly Sanfilipo of Aon Hewitt Company present “Pay Versus Performance: SEC Proposed Disclosure Rules.” (Thursday, September 22, 11:30 a.m.)

Twin Cities: It’s that time again! The Twin Cities annual social event is back! After Peter Kimball of ISS presents “Sweet Sixteen: The 2016 Proxy Season Review and the ISS Policy Update Process.” Join the chapter for refreshments and networking! (Thursday, September 22, 4:00 p.m.)

New York/New Jersey: The chapter presents “Enhancing the Performance Alignment through Long-term Incentive Design.” (Friday, September 23, 8:30 a.m.)

Phoenix: Lunch is on the Phoenix chapter as it hosts a mixer and member survey at the Paradise Bakery & Café. (Friday, September 23, 11:30 a.m.)

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September 15, 2016

The Struggle is Real! Corporate Action Communication Challenges

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 24th Annual NASPP Conference, is great way to get to know our many distinguished speakers and find out a little more about their sessions in advance of the Conference.

For today’s “Meet the Speaker” interview, we feature Aaron Schliem of Glyph Language Services, who will lead the session “The Struggle is Real! Corporate Action Communication Challenges

Here is what Aaron had to say:

NASPP: What will your panel cover at the NASPP Conference?

Aaron: Our panel will help guide you through what can be a rather tumultuous and emotional process—communicating about corporate actions. You will hear a real case study from Pinnacle Entertainment, with key insights from a global perspective. At the end of the presentation you will have a game plan for managing corporate action communications while strengthening your employee morale and buy-in to the larger corporate culture.

NASPP: What is a common mistake companies make and how can they avoid this?

Aaron: Companies commonly assume that their employees understand stock plan basics, when in fact they often do not. This lack of basic knowledge can be exacerbated by complex changes (like corporate action) and when companies communicate with employees across many markets. You can remedy this by allowing for sufficient time to communicate in layers of increasing complexity, by designing basic financial literacy training at the front end, and by employing best practices in terminology management (both in English and in all of your employees’ languages) to ensure consistency.

NASPP: What is the silver lining here?

Aaron: The silver lining is that in facing employee communications in what is often perceived as a negative context (corporate action) you can gain the trust of employees by carefully explaining implications (and offering sufficient information for employees to take smart action) and work to improve morale and cooperation by focusing on the positive impact of new changes both in terms of the company itself and long-term in terms of compensation potential.

NASPP: What is something people don’t know about you?

Aaron: Few people know that I am a man of the arts. I am a singer-songwriter, writing for voice with either guitar or piano. To feed my love of the theater I’ve recently joined the board of StageQ, Madison’s LGBT community theater company. We strive to increase visibility of queer people in the arts, creating new opportunities for community involvement with a special focus on creating safe and fulfilling opportunities for homeless queer youth.

Don’t miss Aaron’s session, “The Struggle is Real! Corporate Action Communication Challenges,” at the NASPP Conference!

About the NASPP Conference

The 24th Annual NASPP Conference will be held from October 24-27 in Houston. This year’s program features close to 100 sessions on today’s most timely topics in stock and executive compensation; check out the full agenda and register today!

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September 13, 2016

Mitigating Risk for Insiders with 10b5-1 Plans

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 24th Annual NASPP Conference, is great way to get to know our many distinguished speakers and find out a little more about their sessions in advance of the Conference.

For today’s “Meet the Speaker” interview, we feature Christine McCasland of Morgan Stanley, who will lead the session “Mitigating Risk for Insiders with 10b5-1 Plans

Here is what Christine had to say:

NASPP: What is the most critical thing NASPP Conference attendees need to know about Rule 10b5-1 plans?

Christine: When looking at 10b5-1 plans, the role of the company and the board is increasing. This includes the adoption of specific 10b5-1 policies. Our survey found that 98% of companies are involved in reviewing and approving their 10b5-1 plans to some degree.  Additionally, 67% of boards approved their companies insider trading policies, which often includes restrictions on the terms of the 10b5-1 plans.

NASPP: What is a common mistake companies make when it comes to Rule 10b5-1 plans and how can they avoid this?

Christine: A common mistake for a company is not developing an organized process, in particular not consolidating their insiders’ 10b5-1 plans. A brokerage firm can help a company achieve its objectives, manage its population, and simplify its process. Also it can help to retain one brokerage firm who has the capability of centralizing the transactions for all of a company’s insiders on one plan management platform.

NASPP: What is the silver lining to your session?

Christine: This survey gives us up-to-date benchmarking where we didn’t have benchmarking before.

NASPP: What is something people don’t know about you?

Christine: I’m not only from a large family of six boys and three girls, but one of my six brothers is also my twin!

Don’t miss Christine’s session, “Mitigating Risk for Insiders with 10b5-1 Plans,” at the NASPP Conference!

About the NASPP Conference

The 24th Annual NASPP Conference will be held from October 24-27 in Houston. This year’s program features close to 100 sessions on today’s most timely topics in stock and executive compensation; check out the full agenda and register today!

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September 12, 2016

NASPP Chapter Meetings

Here’s what’s happening at your local NASPP chapter this week:

Nashville: Thomas Swindle of UBS Financial Services along with Kerri L. McKenna and Teresa Yannacone of PwC present “FASB Simplification of Stock Compensation Accounting and Early Adopters Insights.” (Tuesday, September 13, 7:30 a.m.)

Ohio: Amit Tekwani and Nathan O’Connor of Equity Methods present “2016 State of the Union in Equity Compensation.” (Tuesday, September 13, 11:00 a.m.)

Las Vegas: Raul Fajardo of Certent and Ken Stoler of PwC present “Simple But Complex: ASC Topic 718 Updates (aka ASU 2016-09).” (Wednesday, September 14, 12:00 p.m.)

Michigan: Ron Rosenthal and Ian Dawson of Deloitte Consulting present “Executive Compensation—2016 Trends and Emerging Issues.” (Thursday, September 15, 8:30 a.m.)

Ohio: Barbara Klementz of Baker & McKenzie presents “Global Equity Compliance 2.0—Taking it to the Next Level.” (Thursday, September 15, 8:00 a.m.)

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