The NASPP Blog

Monthly Archives: October 2016

October 10, 2016

NASPP Chapter Meetings

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

Austin: Terry Adamson, Jon Burg, and Dan Kapinos of Aon Hewitt present on post-vest holding periods, an update on proxy advisor and institutional investor concerns, and the SEC’s proposed pay-for-performance disclosure. (Tuesday, October 11, 11:30 a.m.)

Wisconsin: Kate Hall and Patrick Gabel of Aon Hewitt present “Post Vest Holding Periods: The Intersection of Corporate Governance, Plan Design, and Financial Accounting.” ( Wednesday, October 12, 11:45 a.m.)

Atlanta: Katie Gaynor and Jarret Sues of FTI Consulting present “CEO Pay Ratio: Time to Prepare.” (Thursday, October 13, 11:30 a.m.)

San Diego: Emily Cervino of Fidelity Stock Plan Services presents “Looking Deeper into the Minds of Participants.” (Thursday, October 13, 11:30 a.m.)

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October 6, 2016

7 Deadly Sins: Avoid these Plan Administration Mistakes at All Costs!

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 Elena Thomas of Plan Management Corp., who will lead the session “7 Deadly Sins: Avoid These Plan Administration Mistakes at All Costs!

Here is what Elena had to say:

NASPP: What is a common misperception about stock plan administration?

Elena: Everyone believes that once you are an experienced administrator, there is little chance of making a mistake with regards to the administration processes.  What we’ve found, however, is that often knowing “too much” can lead to trouble if we don’t stay on guard.  Being very comfortable with a topic can lead to dangerous assumptions (e.g., “the meaning of this term or phrase is obvious”).  Particularly in an area like equity compensation, where there are so many stakeholders involved, it is easy to forget that groups outside of the plan administration team may require detailed and specific communication, or may not interpret unclear terms in the same manner as a knowledgeable administrator. Of course the experience gained as an administrator is incredibly valuable, but it is important to remember that in many cases, reviewing a communication or process as someone with fresh eyes to the space can  prevent a host of possible issues from cropping up down the road.

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

Elena: If you haven’t yet, now is the time to sit down with all of the teams involved (HR, Payroll, Finance, Legal) and review the administration processes together.  Sending around emails and checklists isn’t sufficient until all parties involved have sat around the table together and gone through the processes step-by-step so that everyone understands the entire process and can raise any questions or red flags to the group. If you don’t do this, then inevitably these things will be raised when you are trying to actually execute the process—and likely when you’ve got a payout or reporting deadline to meet!

NASPP: What is the worst horror story you can tell about administrating stock plans?

Elena: At a client that was fairly new to us, there was an administrator who had been managing equity compensation for quite a long time, though was fairly new to the specific company.  The plan wasn’t huge, so she managed most of the day-to-day administration herself.  Things went smoothly until one of the executives came to her asking why a restricted award had vested at a certain price.  Only then did she realize that she had been processing all of the vests with the wrong price.  At her previous company they had used the closing price the day prior to lapse, and without being told otherwise when she took over the plan, she assumed the same (it makes sense, right—gives them time to process the lapse the day of, get an adjusted close, etc.).  Her new employer, however, was using the day-of-lapse close price! While a seemingly tiny difference, some of the execs had large enough vests that the difference for tax purposes mattered, and the company had to bring in a law firm as well as their tax team to identify the best way to address the solution with regards to both taxes reported and paid and disclosure reporting. All of the items were resolved, but needless to say, a simple mistake caused a tremendous headache!

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

Elena: Prior to entering the world of equity compensation, I was a management consultant and did work with microfinance in developing markets. I had the opportunity to spend months working in Peru, Bolivia and Nicaragua with organizations that give loans as small as $50 to women to start or run local businesses.  It was amazing to see that a loan of this size could have as much (or more!) impact on a community as do much larger incentives in developed markets. This experience is part of what drew me to Plan Management Corp.—the focus on working with small to mid-cap companies to provide equity compensation as a way to invest in their employees and their business, even when they don’t have the same access to capital or cash as larger companies. I still believe that’s one of the most impactful aspects of equity compensation.

Don’t miss Elena’s session, “7 Deadly Sins: Avoid These Plan Administration Mistakes at All Costs!,” 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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October 5, 2016

NASPP To Do List

Just Over Two Weeks Left!
The 24th Annual NASPP Conference is a little over two weeks away. The Conference will be held from October 24-27 in Houston. Register today!

Update on Early Adopters
PwC has published an update of their summary of the companies that have adopted ASU 2016-09 early.  According to their most recent update, as of August 22:

  • 160 companies had voluntarily adopted the amendments to ASC 718.
  • 41% of them disclosed that they were choosing to account for forfeitures as they occur.
  • The impact to income for the tax effects of awards ranged from under $1 million to over $400 million.

Ken Stoler of PwC will present highlights from PwC’s research on early adopters in the Presentation Arena at the 24th Annual NASPP Conference. Don’t miss it!

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

 

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October 4, 2016

The SEC’s Tick Size Pilot

Today’s blog features guest author Emily Cervino of Fidelity Stock Plan Services, who gave us a heads-up on the SEC’s big “Tick Size” pilot that just kicked off.


Tick Tock: Time for the SEC’s Tick Size Pilot

By Emily Cervino, Fidelity Stock Plan Services

Are you ready?  On October 3, 2016, the evaluation of whether or not to widen the tick size from $.01 to $.05 began.

News to you?

At Fidelity, we’ve been ticking off our Tick Size Pilot to-dos, but, if this is news to you, don’t worry… I’ve got you covered with a handy synopsis.

In May 2015, the SEC approved the two-year Tick Size Pilot, sponsored by the Financial Industry Regulatory Authority (FINRA), as a mandatory program for a select group of publicly traded equity securities. The pilot will evaluate whether or not widening the tick size, from $0.01 to $0.05, for securities of smaller capitalization companies would impact trading, liquidity, and market quality of those securities and consists of one control group and three test groups, each consisting of approximately 400 securities.

If your company is one of the 1200 that have been identified to participate in the test groups, your stock price will only move in nickel increments, rather than penny increments.  To find out if your company is included in the pilot, check the pilot program test group assignment sections on the NYSE or Nasdaq websites. Note that Control Group = C, Test Group = G1, G2 or G3 and the Rollout Date is the date that security joins the pilot.

From a stock plan perspective, this will directly impact option exercises, long share sales, and Rule 10b5-1 contracts and sales, and indirectly impact pretty much anything else that relies on your FMV, such as grant pricing and ESPP purchases. Most immediately, it will have an impact on outstanding limit orders.

If your company’s security is involved in the pilot, i.e. is assigned to a test group, you’ll want to be sure your participants know what’s in store. They may see a change in quoted spreads when buying or selling a security and they’ll need to submit limit orders in five-cent increments.

What to do now?

Check with your service provider to find out:

  • What tools and resources exist to help you understand the pilot and communicate to your participants
  • How customer services  associates are trained on the pilot
  • What messaging participants will see regarding nickel increments
  • How outstanding orders (both buy and sell orders) will be adjusted prior to the pilot effective date to conform to the pilot rules

For more information and future status as the pilot continues, check out FINRA’s Tick Size Pilot Program page or the SEC’s Tick Size Pilot Program page.

With that, you should be able to tick this off your list.

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Emily Cervino is a Vice President at Fidelity Stock Plan Services.  She has been an active participant in the equity compensation industry since 1998, and now focuses on strategic marketing initiatives, thought leadership, and building Fidelity’s strong industry presence.

Emily is a frequent speaker at equity compensation events, past president of the Silicon Valley Chapter of the NASPP,  a member of NASPP, GEO, and NCEO, and a 2015 recipient of the NASPP’s Individual Achievement Award. Emily is a Certified Equity Professional (CEP) and she holds Series 7 and 63 securities registrations.

 

Views expressed are as of the date indicated and may change based on market and other conditions. Unless otherwise noted, the opinions provided are those of the author, and not necessarily those of Fidelity Investments.

Links to third-party websites may be shared on this page. Those sites are unaffiliated with Fidelity. Fidelity has not been involved in the preparation of the content supplied at the unaffiliated site and does not guarantee or assume any responsibility for its content.

Fidelity Brokerage Services LLC, Member NYSE, SIPC, 900 Salem Street, Smithfield, RI 02917. 775451.1.0

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October 3, 2016

NASPP Chapter Meetings

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

Florida: Peter Kimball of ISS Corporate Solutions presents “Sweet Sixteen: The Proxy Season Review and the ISS Policy Update Process.” (Monday, October 3, 10:30 a.m.)

Chicago: Ben Burney of Exequity presents “2016 Trends in Relative TSR.” ( Wednesday, October 5, 7:30 a.m.)

Los Angeles: Ryan Ross and Carly Sanfilipo of Aon Hewitt tackle “Post Vest Holding Periods: The Intersection of Corporate Governance, Plan Design, and Financial Accounting.” (Wednesday, October 5, 11:30 a.m.)

Kansas/Missouri and Michigan: Brian K. Wydajewski and Scott McMillen of Baker & McKenzie present “Top Withholding Woes for Companies.” (Webcast Only, Thursday, October 6, 12:00 p.m.)

Boston: Liz Stoudt of and CJ Van Ostenbridge of Aon Hewitt present “Valuation 101—Best Practices and Trends in Equity Valuation.” (Friday, October 7, 8:30 a.m.)

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