There’s been a theme emerging in some of my recent blogs, covering a wave of companies finding creative ways to expand their equity compensation pool. Last week I talked about the move of Twitter’s CEO to give his own stock back to the company for use in the equity plans. Shortly before that, Apple announced it was giving RSUs to all employees. It seems more and more companies are trying to find ways to expand the equity offering to employees. It seems the Wall Street Journal has also taken notice of some of these efforts. In a recent article (Do Workers Want Shares or Cash?, October 27, 2015), the WSJ explored what do workers really want – stock or cash? The conclusion of the article seemed to be that stock is a tough sell. I’m not sure I fully agree. So in today’s blog, we’ll explore what’s on top? Shares or cash?
Value is in the Eye of the Beholder
Before I answer the question, we need to revisit the concept of perceived value. This, in my opinion, remains a widely underestimated component of truly comparing the merits of receiving cash over stock or vice versa. From the WSJ article, I gleaned some phrases that tell me that there is work to be done in elevating the perceived value of the equity plan. I read things like: [Employee X] “says his shares didn’t make him more likely to stay in his $60,000-a-year job, in part because he was unsure what his stake was worth.” Or, “‘Is this money real and am I really going to get it?’”
On the flip side, and I don’t have data to support it (someone should look into this!), there seem to be companies that have established, on a broad basis, that equity compensation has value – to the point where employees at all levels are requesting more of it. Interestingly, many of these companies offered broad based grants from the point of new hire. Do companies that offer broad based equity from hire do better at upping the perceived value of stock compensation? It’s hard to tell. Perhaps those companies are also more engaged in education and communication, two critical factors in raising the perceived value of equity awards.
From the WSJ article:
At MediaMath, a marketing software company, all employees—including customer-service reps and receptionists—are given stock options designed to equal the amount of their starting salary at the time the shares fully vest. Employees at all levels have requested more equity, and the company recently rolled out new performance incentives that include options.
“We would rather not have the haves and the have-nots,” chief people officer Peter Phelan says. The company is considering an IPO at some point in the future, a move that could bring windfalls for workers.
Online lender Avant Inc. is in the process of implementing policies giving hourly employees the chance to receive equity when they join the company as well as additional grants as part of an annual incentive program. Before, hourly employees were excluded from equity compensation. CEO Al Goldstein says he thinks it will take time before employees trust the perk is meaningful.
“I don’t think it’s a magical thing that happens right away,” he says. Of Avant employees who currently get equity, just 1% have left the company, according to Mr. Goldstein.
Which Wins? Cash or Stock?
Not all companies are valued the same, not all companies have the same stock growth potential, and stock compensation is not necessarily easy to understand if left to the employee to figure it out. For employees who are muddling through those considerations, stock can be a tough sell. Most people don’t want to give up cash to take on something they don’t understand. I think that’s where the key to answering the cash vs. stock question lies – it’s not necessarily that employees want only cash; I think in many cases they want both: cash and incentive compensation that they can understand and value.
Certainly cash may not be the top choice for every scenario. The same goes for stock. I think stock can absolutely be an easy sell to employees…if they are given the tools to appreciate what it means. Ultimately, companies need to pursue what works best for their employee demographics. For companies that are considering more broadly expanding equity programs in lieu of cash incentives, a key focus in mapping a strategic plan should include how to educate employees and raise the perception of the value of the award. And, to the point of one CEO mentioned above, if a company is expanding equity to a broader base of employees, it may take time for the employees to build up that perception of value. It may not magically happen overnight, but with a focus on supporting employees in their understanding and lots of persistence, companies can get there. So in my biased opinion, stock wins. After all, didn’t the turtle win the race?
First off, I must say that I was thrilled to see so many of you last week in sunny San Diego (and boy, was it sunny in a perfect kind of way) at our 23rd Annual Conference. The Conference was a wild success and our members helped make it so. Shortly before the Conference, several news outlets carried the story of Twitter’s CEO returning a significant number of his own shares of stock to the Company for use in employee equity programs. There wasn’t time to cover it then, but I wanted to take a moment to share the story now.
In the latter part of October, Twitter CEO Jack Dorsey tweeted (of course!) that he was giving one-third (wow!) of his own shares of Twitter stock, 1% of the Company, to the organization for use in the Company’s equity pool. The value of those shares is estimated to be $200 million. While the return of stock to a company from a CEO or founder is not unprecedented, the size of Dorsey’s stock contribution marks new territory. I am hard pressed to find a CEO that has surpassed that figure.
A Way to Avoid Dilution?
Mr. Dorsey’s gift seems to be a win on multiple fronts. It’s bound to boost employee morale, since the shares are going straight to the Company’s equity pool and will be used to incentivize employees. Shareholders are likely to be happy, since the shares will reward employees without affecting the Company’s dilution figures. And, CEO Dorsey seems excited about it, tweeting “I’d rather have a smaller part of something big than a bigger part of something small.” It can’t hurt that his other company, Square, recently filed for their IPO. Forbes highlights that in an earlier, similar move, Dorsey also returned 20% of his stake in Square to employees as well.
A New Trend?
The question now becomes, will other CEOs follow suit? According to the Washington Post, Dorsey isn’t the first CEO to give shares back to employees. In their coverage of this story, they shared that “The chief executive of a Turkish food delivery company paid out $27 million to 114 employees this summer after selling the firm. In July, Bobby Frist, the nephew of former U.S. Senate Majority Leader Bill Frist, gave $1.5 million of his own shares to 600 employees of the Nashville-based health care company he runs. Dan Price, the founder of Seattle-based Gravity Payments, made headlines for using his $1 million salary (as well as company profits) to fund raises for every employee in his company to at least $70,000. In 2013, Lenovo CEO Yang Yuanqing gave $3.25 million of his $4.23 million bonus to hourly employees.” The noticeable difference in Twitter’s case is the size of the gift – shares valued at $200 million – a huge step above the other recorded cases. I’m guessing that a gift of Dorsey’s magnitude is probably not going to start a wave of similar actions (though it certainly would be nice if it did). For one thing, not all CEOs have such a wealth of stock from which to pull such a sizable donation. Founder CEOs (or simply founders) may have the advantage here, as they are often likely to have a larger stake in the company than subsequent CEOs – which makes them more able to give away a large number of shares without making much of a dent in their own personal fortune. CEO Dorsey is a billionaire, so this is a smaller drop in the bucket for him. However, the gift is not likely to be small potatoes to the employees who will benefit from receiving stock awards.
Time will tell if Mr. Dorsey’s generosity and smart thinking (giving employees more equity without increasing dilution) inspires other founders or CEOs to take similar action.
The Social Security Administration has announced that the maximum wages subject to Social Security will remain at $118,500 for 2016. The rate will remain at 6.2% (changing the tax rate requires an act of Congress, literally), so the maximum Social Security withholding for the year will remain at $7,347.
As noted in the SSA’s press release, increases in the Social Security wage cap are tied to the increase in inflation as measured by the Consumer Price Index for Urban Wage Earners and Clerical Workers. The Bureau of Labor Statistics found no increase in inflation over the past year based on this index, so there are no cost of living adjustments to Social Security benefits or the wage cap.
For those of you keeping score, the last time the Social Security wage base remained the same for a two years in a row was 2010 to 2011 (see “Social Security Wage Base Will Not Increase for 2011“), but in that year the Social Security tax rate was temporarily reduced.
A few other things that currently are not scheduled to change for next year:
The Medicare tax rates remain the same and there’s still no cap on Medicare. The wage threshold at which the additional Medicare tax must be withheld is still $200,000.
The flat supplemental rate is still 25% and the maximum individual tax rate is still 39.6%.
The threshold at which supplemental wages become subject to withholding at the maximum individual tax rate is still $1,000,000.
The compensation threshold at which an employee is considered highly compensated for purposes of Section 423 will remain $120,000.
Note that all of the above items can be changed by Congress and Congress has been known to sometimes make changes to next year’s tax rates very late in the year (e.g., see the 2011 alert noted above). But as things stand now, you have one less thing to worry about on your year-end checklist (but don’t forget that you still need to reset year-to-date wages/withholding back to $0 after December 31).
The 23rd Annual NASPP Conference is in full swing! For today’s blog entry, I have a few scenes from the first full day of the Conference.
The Conference began with a rousing round of Family Feud–NASPP Style.
Attendees consult with experts in the Ask the Experts booth.
A moment of levity on the panel, “Navigating ISS & Glass Lewis.”
Sara Shoaf, president of the Phoenix chapter, and Kimberly Steele, officer of the Austin chapter, share tips on running an NASPP chapter during the Chapter Presidents’ Luncheon.
Jon Doyle of International Law Solutions, Bob Hartley of Square, and Wendy Jennings of AppDynamics discuss strategies for extending stock compensation to overseas employees.
The 23rd Annual NASPP Conference is in full swing! For today’s blog entry, I have a few pics from the Gala Opening Reception on Tuesday.
The talk of the reception was the entertainment provided by Phat Strad. Direct from the Las Vegas strip, Phat Strad is America’s original female rock electric string quartet.
Has it really been 40 years? Yes it has; the first issue of The Corporate Counsel premiered in 1975. In celebration of its 40th anniversary, The Corporate Counsel sponsored the reception.
Aon Hewitt’s pig races are always a popular attraction at the NASPP Conference. Heidi Thomerson of Alaska Communications Systems demonstrates that cheering for your pig is a key strategy for winning.
Charles Schwab is giving away t-shirts, screen-printed while you wait in their booth. Wend Jennings of AppDynamics waits for her shirt.
The CEP Institute says “Don’t monkey around with equity compensation.” Win their raffle and you go home with a larger than life-sized stuffed monkey (you might have to buy it its own seat on the plane).
It’s not all fun and games. Jon Doyle of International Law Solutions discusses the complexities of global stock plans with a Conference attendee.
The opening reception also include a green screen photo opp, with props and your choice of backdrops. Jenn Namazi, Kathleen Cleary, Barbara Baksa, and Brian Stovall of the NASPP take a moment out of networking to pose for a fun photo.
Next week kicks off our 23rd Annual Conference in San Diego, and we’ve got sunny Southern California on the brain. Earlier this week, Barbara Baksa blogged about important “Be in the Know Before You Go” information and a “To Do” list for Conference attendees. There are so many exciting things planned for this year’s Conference, we don’t want you to miss any of them! So in today’s blog I won’t rehash all that has already been said, but I do want to make sure everyone is taking full advantage of all the tips and information available.
Planes, Trains, Automobiles and Podcasts
Okay, I’m guessing that most people are not traveling to the Conference via train, but many will be coming by plane and automobile. What is the best way to pass the time on a trip? Listening to something! Music Playlist? Check. Work to-do-list? Check. NASPP Podcast from your laptop or mobile device? Don’t forget that one! I’m going to give you the steps right now to ensure you have all of the relevant Conference podcasts at your fingertips.
The NASPP has published three Conference themed podcasts this year:
Know Before You Go: This is a must-listen before the Conference kicks off! NASPP Executive Director, Barbara Baksa, talks everything you need to know about this year’s Conference. It’s 15 minutes short and loaded with inside scoop on the Conference.
Tips and Logistics for Speaking at the NASPP Conference: If you are speaking at the Conference this year, you’ll want to to download this episode. NASPP Programs Director Bernice Toy walks speakers through what they need to know to have a smooth experience on presentation day, including tips on what to wear and where you can practice before your presentation.
10 Tips for Exhibiting at the NASPP Conference: If you are exhibiting at this year’s Conference, it’s not too late to digest some tips! NASPP Client Relationship Director, Brian Stovall, discusses the components of a successful exhibit. It’s not too late to implement some of these strategies!
How Do I Listen to These Podcasts on the Go?
One great thing about podcasts is that they are portable. You can bring them with you! Our podcasts are audio-only, and easy to access. I’m going to give you the step by step on how to download podcast episodes. You’ve got multiple listening choices:
Listen from your computer or mobile device without downloading. If you don’t want to download the episode or listen to it through a podcast app, you can simply go to the Equity Expert page on our website (www.naspp.com/equityexpert) and “play” the episode. You’ll need an Internet connection to listen, since you’ll be streaming the episode from our site instead of saving it to your computer or device.
Download the episode to your computer for listening later. If you want to save a podcast episode to your computer for listening later, you can do it direct from our website (www.naspp.com/equityexpert). Next to each episode is a “download” link. Depending on your browser settings, you can download by left or right clicking on the link. If you click on the link and the episode starts playing, try right-clicking and select “save link as.”
Download the episode to your mobile device or computer via iTunes or Apple Podcast app. If you are an iTunes or iPhone/iPad user, you can find the Equity Expert podcast in iTunes or via the purple “podcast” app on your iPhone/iPad. In iTunes or the podcast app, search for “Equity Expert” to find the podcast. You can then choose to “download” episodes. Be sure you have actually tapped on the cloud to download the episode to your device; otherwise you may not be able to listen to it without an Internet connection.
Download the episode to your non-Apple mobile device using a podcast app. Android and other smartphone users can find the Equity Expert podcast using a variety of podcast apps available for those devices. Once you have a podcast app on your device, search for “Equity Expert.”
These instructions apply to all NASPP podcasts, not just Conference related podcasts. We’ve got lots of great podcast content available, so check out our other episodes as well.
I’m going to finish today’s blog with a fun quiz, to see just how ready you are for the Conference! I look forward to seeing everyone next week in San Diego. Safe travels to all.
Q. Which of the following will be offered at the NASPP Conference this year?
a. Shoe shine station
b. Cafe
c. Selfie wall
d. Photo booth
e. Trick-or-treating
f. All of the above
-Jenn
p.s. If you answered “f. all of the above” you are right! Be sure to check out the “Know Before You Go” podcast to find out all the details!
Listen to the Know Before You Go Podcast: Looking for something to do on the flight to San Diego for the 23rd Annual NASPP Conference? Take a moment now to download my “Know Before You Go” podcast and listen to it on the plane. You can find the podcast in iTunes or your favorite podcast source by searching for “Equity Expert” and downloading episode 22.
The NASPP Needs Your Help The NASPP is looking for a few people to help create some buzz on social media at the Conference. It’s easy! You just do the stuff you normally do at the Conference (go to sessions, network with people, etc.) and post about it on your social medium of choice (LinkedIn, Facebook, or Twitter) with the Conference hashtags #NASPP23 and @NASPP. If you are interested, email me.
Fun Things To Do at the NASPP Conference There are so many fun things to do at the NASPP Conference next week, I made a list for you, so you don’t forget anything:
Grab a latte in the café
Play the Question of the Week Challenge
Win a $200 gift certificate
Admire some artwork and chat with the artist
Meet someone new
Play the PhotoPlay Game
See the RaffleTron 2300 in action
Take a picture with a friend in the photo booth
Take a selfie at the selfie wall
Take a green screen photo
Compete at equity compensation trivia
Chat with an old friend
Buy a half-price drink during happy hour
Get your shoes shined
Go Trick-or-Treating
Test your Jenga skills
Post a picture to Facebook, LinkedIn, or Twitter (tag @NASPP and #NASPP23)
Grab some great swag in the exhibit hall
Enjoy the view of the marina
Enjoy the ocean air and sunshine
Find out where and when the 2016 NASPP Conference will be
This year’s Conference is going to be the most fun you can have while also coming away with the best information available about current developments, best practices, and the latest hot topics in executive and stock compensation.
I look forward to seeing everyone in San Diego next week!
– Barbara
P.S.—It’s not too late to register! The 23rd Annual NASPP Conference will be held in San Diego from October 27-30. We are accepting registrations online through tomorrow, October 22, and walk-ins are welcome onsite!
Last month, in a blog titled “Unicorns and RSUs“, I talked about a new recruiting phenomenon in Silicon Valley – where so-called “unicorns” (a fancy word for tech start ups that are valued at more than $1 billion) are luring talent from long-standing tech giants like Google and Amazon. So, yesterday when the news broke that Apple is now offering RSUs to all employees, I wondered if this could be an attempt to retain talent across the organization and stave off the unicorns.
A Slice of Apple for All
Apple has long had an ESPP plan, and now they are expanding their broad based stock plan offering to include RSUs. In a memo to employees, CEO Tim Cook said “This new program extends eligibility to everyone not covered by other RSU programs, effectively making everyone who works at Apple eligible for an RSU grant. This is an unusual step, and very special — just like our team.” CEO Cook is right, this is special. Broad based RSU programs are hard to come by – certainly one that makes all employees eligible to receive stock grants. In the most recent NASPP Domestic Stock Plan Design Survey (2013, co-sponsored by Deloitte), 15% of overall respondents said that non-exempt employees are eligible for stock awards. The high-tech industry as a subset of overall respondents fared a bit higher, with 24% of those respondents saying that non-exempt employees are eligible for stock awards (note: “stock awards covers both RSAs and RSUs). So, yes, Apple’s move to broad based RSUs is indeed unique.
Unicorns Be Gone
Only Apple insiders know the goals of this new expanded awards program. Outsiders speculate that it’s a big move to retain talent. Only Apple knows if this is a direct counter-effort to unicorn recruiting enticements. Whatever it is, it’s likely to make waves among tech companies who now will (undoubtedly) have conversations of their own about stock compensation. Is this a unique instance, or will this be the start of a new era of broad based stock awards? One thing seems certain – the stock plan folks at Apple are probably very busy right now. The word on the street is that the new RSUs are being handed out immediately.
The Biggest Water Cooler
When something big happens that sends waves of chatter through the stock plan community, it’s great to have a network of people to swap and share ideas. Isn’t that one of the primary purposes of the proverbial “water cooler”? The great news is that the biggest water cooler opportunity of the year is right around the corner – the NASPP’s 23rd Annual Conference kicks off in San Diego in less than two weeks! It’s not too late to register, and this is where you’ll get caught up on the latest and greatest water cooler (among other) topics.
The NASPP Needs Your Help
The NASPP is looking for a few people to help with our social media strategy at the Conference. It’s easy! You just do the stuff you normally do at the Conference (go to sessions, network with people, etc.) and post about it on your social medium of choice (LinkedIn, Facebook, or Twitter) with the Conference hashtags #NASPP23 and @NASPP. If you are interested, email me.
San Diego Preview
Here’s another a pic from the balcony off the show floor for this year’s NASPP Conference.
NASPP To Do List
I just have one thing for you to do this week:
Towers Watson recently highlighted an observed correlation between communication efforts and both employee engagement and financial performance that outperforms peers in their Executive Pay newsletter (“Communicating Incentive Plans Better” – August 14, 2015). That motivated me to jump on my once-in-a-while bandwagon about effective employee communications. In today’s blog, I’ll explore some tips to think about, as well as highlight more opportunities for you to advance your education in this area.
5 Ways to Communicate Better
Towers Watson shared 5 tips to better communications. I am going to borrow those “tips” and expand on them with my own thoughts. Before I do, I want to throw out a couple of things. First, I think stock plan administrators are not often marketing people by training or trade. Some of us become effective communicators, but it’s important to remember that communicating about stock plans to employees is very much about marketing. Yes, we need to communicate the specifics, but we also need to deliver the intended incentive or value proposition to the participant, and that’s the marketing piece. Second, stock plan administrators should not necessarily need to wear the communication hat alone. I often hear administrators say that they feel responsible for driving plan communications. That may be true, but there can be tremendous value in engaging marketing expertise – not only as a fresh set of eyes on the communication strategy, but also because that marketing resource could bring a whole new set of tools to your employee education.
1. Treat employees like consumers. Companies spend thousands, even millions of dollars trying to figure out how to resonate with their consumers in the shortest amount of time. Capturing attention is valuable, and attracting the attention of your employee is not different than what is wanted from the consumer. Messages should be quick and designed to draw in their attention.
2. Ensure communications highlight the key messages and behaviours the plan is trying to drive. In summarizing this point, Towers raises a critical piece – it’s not enough to just communicate about things like performance metrics. Yes, employees need to know what the measurements will be, but just as importantly, they have to know what it takes to achieve them. In crafting communications about performance metrics (or even simple time based vesting), make sure the content includes not just the end goal, but identifies the path necessary to get there!
3. Show “what’s in it for me?” I’ve been guilty myself of not doing this part. Sometimes we focus on getting factual information out, and overlook or omit the value proposition to the participant. The ESPP has a 15% discount – so what? A great communication takes the “fact” that there is a 15% discount in the ESPP and expands the communication to explain why the participant should care about that (without crossing some of the fine lines I identify in the last paragraph of this section). Remember, your stock plan is only as valuable as your participant thinks it is.
4. Keep it simple. It’s easy to mistake a more advanced audience (like executives) as good targets for an overload of information. Towers Watson shared that discussions with top executives revealed, in some cases, little understanding about how the plans actually work. The reality is that matter who the audience is, keep the communications simple. The communications should not get more complex just because the audience is deemed to be more intellectual or higher ranking in an organization. Be sure to add in graphics, charts, or other visual information that reduces texts and illustrates a concept.
5. Segment. Not everyone learns the same way – some people need to see an example on paper, others can just read about it and understand. It’s imperative that any communication takes into account the recipient demographics. Once you know who is going to be on the receiving end, you can use different modes of communications – and even wording within a communication – to best connect with your audience. With so many tools available (videos, in person meetings, email, text, and more), you should have several choices in delivering your message.
Although I have introduced the word “marketing” to the communication mix, I also want to reiterate that there are some fine lines that need to be considered. It’s important that any marketing (or communication) message be reviewed by counsel to ensure there are no financial or luring promises, over education, or tricky guidance (for example, a marketing message of “The ESPP Can Save You Money on Taxes” is likely not going to fly. Although there could be tax advantages to participating in a qualified ESPP, the company cannot guarantee or represent specific tax savings and it could be risky to suggest such.) It’s time to take communications beyond simple facts and create an overall “marketing” campaign that captures participant attention and delivers on highlighting the value or incentive the stock plan was designed to achieve.
Exciting Education Opportunities
The NASPP’s 23rd Annual NASPP Conference kicks off in less than 3 weeks! We have an entire track at the Conference dedicated to “Administration and Communication,” so check out the list of those sessions to identify your must-attend panels.
