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Category Archives: Uncategorized

September 27, 2017

Hot Topics in Equity Compensation

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference, is a 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 an interview with Mike Melbinger of Winston & Strawn, who will lead the session “Hot Topics in Equity Compensation.”  Here is what Mike had to say:

NASPP: Why should NASPP Conference attendees go to your session?

Mike: Unlike all of the other scheduled presentations, this one is intentionally devoted to developments that occur in the last 30 days or so before the conference.  Therefore, it is guaranteed to be timely and current.

We plan to spend a lot of time on the CEO pay ratio but we’ll also be covering recent litigation over executive and stock compensation, the use of non-GAAP measures in performance awards, accounting updates, and more!

NASPP: What is one best practice companies should implement?

Mike: The areas of focus—or “hot buttons”—for the SEC, institutional investors, and proxy advisors change and evolve from year to year.  Companies, boards, and executive compensation professionals need to understand these changes and adjust their governance practices and proxy drafting each year.

NASPP: What is the silver lining to your topic?

Mike: Our presentation will be made in September, right at the start of the proxy preparation, board meeting, and incentive award making process.  Thus, companies will have time to prepare and adapt.

NASPP: What is your favorite tourist attraction in DC?

Mike: My favorite destination in Washington, DC is the Marine Memorial, which is simply awesome to behold, and Arlington National Cemetery, which helps you appreciate the enormous sacrifices made for our freedom and makes you proud to be an American.  Both are right across the Potomac River on the George Washington Memorial Parkway.

Don’t miss Mike’s session, “Hot Topics in Equity Compensation,” at the NASPP Conference!

About the NASPP Conference

The 25th Annual NASPP Conference will be held from October 17-20 in Washington DC. 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, 2017

What You Need to Know about the ISS Equity Plan Scorecard for 2018

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference, is a 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 an interview with Cameron O’Neill of ISS Corporate Solutions, who will lead the session “What You Need to Know about the ISS Equity Plan Scorecard for 2018.”  Here is what Cameron had to say:

NASPP: Why is the ISS Equity Plan Scorecard a particularly timely topic right now?

Cameron: The 2018 proxy season is right around the corner!  As you begin preparing for the equity plan you are putting on the ballot, we will do a deep dive into the ISS Equity Plan Scorecard.  We’ll review how issuers fared with the scorecard approach during its third year, trends on what companies are actually putting into their plans, and details on what companies should be thinking about for 2018 equity plan proposals.

Most companies have been through ISS’ EPSC at least once, but most have not yet faced the most significant new elements—especially the qualitative review of the overall impact of all amendments to the plan. ISS has collected data on thousands of equity plan proposals and we will provide broad benchmarking of 2017’s trends and innovations, as well as give examples of sample plan language that has worked in the past and may give the board more leeway.

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

Cameron: Companies aren’t monitoring burn rate and dilution levels, or aren’t preparing for shareholder reaction to these fundamental aspects of equity plan evaluation. All of the companies that failed to get majority support for their equity plans had high dilution and burn rate levels that exceeded the average for their industries.

NASPP: What is the most innovative solution/response you’ve seen to your topic?

Cameron: As the ISS and institutional investor evaluations of equity plan features have grown in sophistication in recent years, there’s no shortage of creative minds crafting plan language designed to satisfy the Scorecard evaluation and yet subtly preserve board flexibility. The two areas in which we see this trend most often are in the treatment of equity after a change-in-control, and the imposition of minimum vesting requirements on awards granted under the plan. It’s then up to ICS’ team of advisors to work with our issuer clients to gauge the likelihood of these provisions being deemed adequate, and to suggest alternative formulations if need be.

NASPP: What is your favorite tourist attraction in DC?

Cameron: The International Spy Museum is a “must do” if you’re a spy buff like me!  As a fan of Jason Bourne, 007, The Americans, and any other spy movie or series out there, the International Spy Museum gives you the opportunity to be a crafty sleuth and dive into the world of espionage!  The museum has interactive spy experiences, a “School for Spies”, and a huge collection of espionage artifacts.  The museum is also very kid friendly, with special exhibitions just for the junior spies!

Don’t miss Cameron’s session, “What You Need to Know about the ISS Equity Plan Scorecard for 2018,” at the NASPP Conference!

About the NASPP Conference

The 25th Annual NASPP Conference will be held from October 17-20 in Washington DC. 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 21, 2017

The Rise of Non-Proxy Advisory Firm Compliant Share Requests

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference, is a 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 an interview with Laura Wanlass of Aon, who will lead the session “The Rise of Non-Proxy Advisory Firm Compliant Share Requests.”  Here is what Laura had to say:

NASPP: Should companies think about going against proxy advisory firm recommendations for their stock plans?

Laura: Public companies are often worried about their exposure to the ISS and Glass Lewis voting guidelines when seeking shareholder approval of a new or amended share request proposal. As such, there is often external pressure for companies to automatically comply with such external guidelines. This pressure exists despite the fact that only a handful of companies typically fail to obtain majority shareholder approval for their proposals each year. Our topic addresses the notion that ISS and Glass Lewis compliance as a necessity is false and that companies should and can take a more flexible and tailored approach to their equity compensation plans and designs and still obtain majority shareholder approval. Our discussion will address potential strategies for non-compliance and provide real world experience in this area.

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

Laura: Companies often fail to weigh the potential adverse consequences of adopting certain practices deemed best by proxy advisory firms against the actual per share implications of such changes. Decreasing the compensation committee’s flexibility to obtain a less than meaningful number of shares is often unnecessary. The reality is that for most companies, shareholders are often willing to support a “reasonable” share request size/duration, even without the adoption of all of these best practices. Overall, if preliminary share modeling indicates that it would take the adoption of all (or numerous) ISS and Glass Lewis deemed best practices to get a limited share pool, we would recommend strongly considering whether their shareholder base is likely to support a non-proxy advisory firm compliant pool.

NASPP: What is the silver lining to your topic?

Laura: Despite all of the external pressure out there to comply with ISS and Glass Lewis guidelines, the historical stats support the notion that companies can still preserve flexibility and market competitiveness in their plans and get the shares they need! While there might be some heartburn associated with going down the path of a non-proxy advisory firm compliant share pool, knowing that this is a viable alternative should provide some level of comfort to public companies.

NASPP: What is your superpower?

Laura: Leveraging the strengths of the other superheros on the Aon Governance & Equity Services team to provide customized solutions for our clients. I am hopeful that you can tell from this topic alone that we often bring a unique and holistic perspective to topics and that we strive to ensure that companies are weighing all potential alternatives when making key decisions about proxy ballot items.

As a side note, I do have a reputation for moving at incredible speeds. It is debatable however, if this is due to the copious amounts of Starbucks I consume or whether it is a real inherent super power than I possess.

Don’t miss Laura’s session, “The Rise of Non-Proxy Advisory Firm Compliant Share Requests,” at the NASPP Conference!

About the NASPP Conference

The 25th Annual NASPP Conference will be held from October 17-20 in Washington DC. 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, 2017

Broker for a Day: What You Should Know about the Brokerage World

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference, is a 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 an interview with Scott Shuryn of TD Ameritrade, who will lead the session “Broker for a Day: What You Should Know about the Brokerage World.”  Here is what Scott had to say:

NASPP: Why do you feel strongly about your topic?

Scott: The topic: Broker for a Day: What You Should Know about the Brokerage World, is an excellent opportunity for us to solidify issuers’ understanding of the broker’s role as part of an equity plan solution. Furthermore, having a comprehensive understanding of a broker’s capabilities and confidence in leveraging their services is critical to maximizing participants’ perception of their equity plan.

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

Scott: From millennials to baby boomers, the workforce is incredibly diverse—and each segment prefers different methods of communication and education. It is important to not apply a one-size-fits-all approach when communicating to your employees. Also, being well-versed in participants’ needs and challenges before coordinating any equity plan education sessions is key.

NASPP: What is the silver lining to your topic?

Scott: Despite the complexity involved with an equity compensation plan, a broker can not only serve as a resource for simple questions but often times can help companies proactively prepare for future events and develop solutions before issues arise.

NASPP: What is your favorite restaurant in DC?

Scott: My favorite restaurant in Washington, DC is Old Ebbitt Grill.  Not only is it one of the oldest restaurants in DC (and has a fantastic menu!), it is also just a few blocks away from some of DC’s greatest tourist attractions.

Don’t miss Scott’s session, “Broker for a Day: What You Should Know about the Brokerage World,” at the NASPP Conference!

About the NASPP Conference

The 25th Annual NASPP Conference will be held from October 17-20 in Washington DC. 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, 2017

Tour de Stock Ownership Guidelines

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference, is a 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 an interview with Michelle Tomasetti of CompIntelligence, who will lead the session “Tour de Stock Ownership Guidelines.”  Here is what Michelle had to say:

NASPP: Why do NASPP Conference attendees need to know about stock ownership guidelines?

Michelle: Our expert panel will walk through the latest trends and strategies for best practices on stock ownership along with the best methods tracking compliance against the guidelines.

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

Michelle: Companies should be establishing a stock ownership guidelines policy to help align executives’ financial interests with those of shareholders; build an ownership mentality among your executives and establish “good corporate governance.”

NASPP: What is the worst horror story you can tell about stock ownership guidelines?

Michelle: Tracking of stock ownership can be a nightmare. I have seen many companies struggle to maintain and enforce ownership guidelines.  And enforcement can create difficult discussions with executives who are looking to sell shares.

NASPP: What is your favorite tourist attraction in DC?

Michelle: I am a DC local, so I have many favorite spots! The best part of living in DC is the bloom of the cherry blossoms. Absolutely beautiful

Don’t miss Michelle’s session, “Tour de Stock Ownership Guidelines,” at the NASPP Conference!

About the NASPP Conference

The 25th Annual NASPP Conference will be held from October 17-21 in Washington DC. 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 14, 2017

For the Mature Viewer: Considerations for Long-Standing Equity Compensation Programs

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference, is a 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 an interview with AmyLynn Flood of PwC, who will lead the session “For the Mature Viewer: Considerations for Long-Standing Equity Compensation Programs.”  Here is what AmyLynn had to say:

NASPP: Why do NASPP Conference attendees need to think about considerations for long-standing equity programs?

AmyLynn: In many conferences, we focus on organizations offering an equity program for the first time or offering equity benefits either in coordination with or as a result of a business transaction or IPO.  However, there are many corporations that have been granting equity for ten, twenty or thirty years and are truly veterans in the industry. This session is an opportunity to hear from these industry veterans and benefit from their vast experience as they have wrestled with changing corporate governance regulations, revisions to global tax laws, codification of accounting rules as well as changes in executive leadership that impact the administration of their equity compensation plans over the years.

NASPP: What is one best practice companies should implement?

AmyLynn: Remember to have a plan or approach to reviewing the operations of your equity programs on a regular basis.  Equity programs are not stagnant, and the implementation group must have an approach to keeping current with regulatory, tax and accounting changes as well as a means to execute any necessary changes to the program to remain competitive and compliant.

NASPP: What is the most innovative solution to ensuring the success of equity programs?

AmyLynn: Communication is key!  We have seen very creative ways of communicating equity plan benefits to participants through short videos, apps from their stock plan administrators and even face-to-face group sessions.  Companies that have a keen focus on ensuring that employees understand the benefits they are receiving through the equity plans ultimately are more successful in retaining and engaging their participants.

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

AmyLynn: Hard choice … the Spy Museum and Newseum are my favorites!

Don’t miss AmyLynn’s session, “For the Mature Viewer: Considerations for Long-Standing Equity Compensation Programs,” at the NASPP Conference!

About the NASPP Conference

The 25th Annual NASPP Conference will be held from October 17-20 in Washington DC. 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, 2017

Break Through to Your Board: Communicate More Effectively with Hypnotic Speech Patterns

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference, is a 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 an interview with Bryan Cassidy of Plan Management Corp., who will lead the session “Break Through to Your Board: Communicate More Effectively with Hypnotic Speech Patterns.”  Here is what Bryan had to say:

NASPP: How can communication skills help our Conference attendees?

Bryan: As equity compensation professionals, NASPP Conference attendees are often in roles that require communication with a broad and diverse set of stakeholders.  From HR and finance teams, to participants and executives, equity administration professionals sit right in the middle.  The board of directors is one of the groups that can most directly impact our role, whether it is in the design of the equity plan (i.e., will it be at all feasible to administrate?), or engagement with board members regarding their own awards.  For this reason, learning to effectively communicate and persuade is a skill that will benefit all attendees in their day to day jobs, not to mention the power of persuasion in every day life!

NASPP: What is one best practice companies should implement?

Bryan: I was always of the opinion that more companies should implement regular, organizationally-sponsored stress management solutions, whether in the form of yoga classes, meditation rooms, mindfulness training, self-hypnosis seminars, or even sanctioned power naps.  A clear, rested, and focused mind is a major linchpin to being able to communicate effectively and to a company having a workforce that is more content and productive.

NASPP: Can communicating effectively be useful outside of work?

Bryan: The good news is that these techniques can be used in all areas of one’s life, not just the professional or financial arenas—from more productive and positive interactions with service people to better conflict resolution and deeper intimacy with friends and lovers.  They even work on yourself!  You can draw on these language patterns to record (or even just think) positive, effective affirmations that, if used on a regular basis, can change your own feelings and behavior.

NASPP: What is your superpower?

Bryan: Mind control.  All right, not really like the comic books, perhaps, but to a certain extent it’s similar.  The difference is that I help people control their own minds.  I like to perform fun, informative hypnosis shows and demonstrations to reveal the incredible power of the subconscious.

Don’t miss Bryan’s session, “Break Through to Your Board: Communicate More Effectively with Hypnotic Speech Patterns,” at the NASPP Conference!

About the NASPP Conference

The 25th Annual NASPP Conference will be held from October 17-20 in Washington DC. 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, 2017

10 Equity Plan Provisions That Make You Go … Hmmm

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference, is a 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 an interview with Alex Lifson of BDO USA, who will lead the session “10 Equity Plan Provisions That Make You Go … Hmmm.”  Here is what Alex had to say:

NASPP: Why do NASPP Conference attendees need to know about your topic?

Alex: The issues covered in this presentation can all present unexpected challenges to successful plan administration.  Understanding these issues, and how to deal with them most effectively, is important for conference attendees.

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

Alex: Companies should take a close look at these provisions in their plans and really think through the practical implications of how they could impact the operation of the plan.  If there are concerns, they should consider whether or not some changes should be considered.  They should also consider getting guidance from their outside counsel on any particularly tricky questions.

NASPP: What is the silver lining to your topic?

Alex: The silver lining is that these tricky plan provisions do not need to result in problems and issues for the plan.  Good planning and a thoughtful approach should help to avoid unforeseen consequences down the road.

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

Alex: So many great spots in DC, but there’s something really cool about the Lincoln Memorial … that’s my favorite!

Don’t miss Alex’s session “10 Equity Plan Provisions That Make You Go … Hmmm” session at the NASPP Conference!

About the NASPP Conference

The 25th Annual NASPP Conference will be held from October 17-20 in Washington DC. 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!

Tags: ,

September 7, 2017

Minding the Age Gap: A Millennial Perspective on Stock Plan Administration

Our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference, is a 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 an interview with James Nichols of Amazon.com, who will lead the session “Minding the Age Gap: A Millennial Perspective on Stock Plan Administration.”  Here is what James had to say:

NASPP: Why do you feel strongly about the millennial perspective?

James: Usually topics covering millennials are presented by folks that are outside of the generation. While the effort is appreciated, I think a lot of the buzzwords you find in these presentations are not descriptive of millennials that are eligible for stock compensation.

NASPP: What is one best practice companies should implement?

James: Survey stock eligible employees and then survey them again. This way you will get actual insight regarding what your employees are interested in, frustrated about, or what they don’t understand.

NASPP: When it comes to millennials, what is the silver lining?

James: I don’t think we need to segregate millennials (or any generation for that matter), I think you will find a lot of similarities throughout various age groups of employees who receive stock compensation.

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

James: Any bar that has karaoke.

Don’t miss James’s session, “Minding the Age Gap: A Millennial Perspective on Stock Plan Administration,” at the NASPP Conference!

About the NASPP Conference

The 25th Annual NASPP Conference will be held from October 17-20 in Washington DC. 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 6, 2017

CEO Pay Ratio: Decisions, Decisions

Today I have part 2 of my series reporting the results of the NASPP’s quick survey on how companies are preparing for the CEO Pay Ratio. In this infographic, I look at the various decisions companies have to make as they identify their median employee. Want to know more? See Part 1 and the full survey results.

The infographic is interactive; hover over the graphs to see the data labels. Can’t see the infographic? Click here to view it on a separate web page.

CEO Pay Ratio Part 2
Infogram
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