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 Valerie Diamond of Baker McKenzie, who will lead the session “Around the World in 60 Minutes: Key International Updates.” Here is what Valerie had to say:
NASPP: Why is it important for companies to stay current on the latest global developments impacting stock plans?
Valerie: There are a lot of changes in political administrations all around the globe these days. As administrations change, so do their rules and regulations related to equity awards. Companies need to stay on top of these issues, particularly the tax requirements, and change their process and procedures to fit any changes in the laws.
NASPP: What is one action should companies be taking now with respect to their global stock plans?
Valerie: Companies should review their existing grant documents to make sure that they are up to date and address the countries where equity awards are granted. It would be helpful to take a look at existing agreements and compliance now before attending our session and to use our session as a means to find out what is new and what needs to be updated in the company’s grant documentation to fit changes in the laws.
NASPP: What is the most innovative solution/response you’ve seen for keeping track of local requirements?
Valerie: We have been using an online questionnaire process to collect information from local payroll and HR on tax withholding and reporting and local compliance. This information is gathered in an excel spreadsheet and is easy to compare to the requirements in the local country. This allows the company to do an easy clean up on any compliance issues that are incomplete or in need of a refresh.
NASPP: What is your favorite tourist attraction in DC?
Valerie: My first favorite is the Vietnam memorial. My second favorite is the view of the White House from the deck at our Baker McKenzie DC office. It’s really cool to sit on our roof deck and enjoy the view.
Don’t miss Valerie’s session, “Around the World in 60 Minutes: Key International Updates,” 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!
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 Keyoor Mankad of My Equity Comp, who will lead the session “Best Practices for Insider Trading Policies.” Here is what Keyoor had to say:
NASPP: What are some of the things companies need to think about when it comes to insider trading compliance?
Keyoor: Insider trading compliance is very critical to every company, from new IPOs to established companies. There have always been questions and debates about who should be designated as insiders, what transactions are subject to insider reporting, and who is responsible for filing these reporting requirements. Brokers are a critical component in this process and there is always confusion around preclearance requirements. Dealing with insiders can be a challenge. How can all of us, from stock plan administrator to legal counsel and brokers, work as a team to successfully report all transactions accurately? My panel has combined experience of over 50 years and consists of an issuer, a broker, a lawyer and a consultant.
NASPP: What is one best practice companies should implement?
Keyoor: The most important part of this whole process is clearly documenting procedures. Ideally, a clear copy of each and every step involved in the process should be handy to all of the parties involved.
NASPP: What is the worst horror story you can tell on your topic?
Keyoor: We do have a horror story involving a senior level executive, but you will have to attend our session to witness all the details.
NASPP: What is your favorite memory from a past NASPP Conference?
Keyoor: Watching Huey Lewis and The News at Mandalay Bay Las Vegas.
Don’t miss Keyoor’s session, “Best Practices for Insider Trading Policies,” 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!
We are pleased to bring back our popular “Meet the Speaker” series, featuring interviews with speakers at the 25th Annual NASPP Conference. These interviews are 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 our first “Meet the Speaker” interview, we feature Kim Arnold of UnitedHealth Group, who will lead one of our new Power Sessions, “Take This Job and Love It!” Here is what Kim had to say:
NASPP: It seems like you are pretty excited about your job as a stock plan administrator. How come?
Kim Arnold, UnitedHealth Group: I have never met a kid who says “When I grow up I want to be a stock plan administrator!” I think most of us fall into the role, and not always by choice. But as a person with over 20 years of stock plan administration experience, I want people to be aware of and excited about the opportunities associated with a career in stock plan administration. I want to help people be successful in the role!
NASPP: What is a common mistake companies make with the stock plan administration role?
Kim: Companies sometimes fail to fully utilize the skills and experience of stock plan administrators. Good stock plan administrators are worth their weight in gold (or stock, as the case may be!). Keeping up on regulatory developments and plan design trends can be invaluable to companies looking to attract, reward and retain talent.
NASPP: What is the silver lining to stock plan administration?
Kim: The silver lining is that even for those who have been thrust into the world of stock plan administration, the outlook for a career in the field is awesome! It’s a job with so much variety no two days are the same. From compliance to employee education (and everything in-between), I believe there is something for everyone. It’s a role that allows a person to try on many hats!
NASPP: The NASPP Conference is in DC this year—do you have a favorite tourist attraction in the area?
Kim: There are too many awesome tourist attractions in DC to choose only one favorite, but I do love the National Gallery of Art. Spending a day there feeds the inner art history geek in me.
Don’t miss Kim’s session, “Take This Job and Love It!,” 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!
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 Bob Grayson of Tapestry Compliance, who will lead the session “Making Sense of Europe.”
Here is what Bob had to say:
NASPP: Why is Europe a particularly timely topic right now?
Bob: This summer the UK voted to the leave the European Union. The process of the UK’s withdrawal from the EU is unprecedented and the withdrawal process is unknown. The exit will need to be negotiated with the EU and the UK and it is possible that other members of the EU will also start to review their relationship with the EU. Many UK laws are based on EU Directives and Regulations. The UK will take time to consider what will be changed where certain laws are no longer required by virtue of EU membership. So laws relevant to share plans based on EU Directives and Regulations like data privacy, employment and securities laws have not immediately changed in the UK, but it is possible that they will do in the medium to long term if the UK decides not to follow the route adopted by the EU. As well as looking at how laws are made in the EU we will also look at this hot topic about what laws Britain may change as a result of “Brexit.” We will explore this in detail in our “making sense of Europe” presentation.
NASPP:What is a common mistake companies make and how can they avoid this?
Bob: A common mistake is to assume that there is always a uniform or “one size fits all” position in Europe. The EU was supposed to be a “single market.” It does not, however, have one set of laws which apply across the EU. European law takes the form of either a directive or a regulation. A regulation is a legal act of the EU that becomes immediately enforceable as law in all member states simultaneously (e.g., the Market Abuse Regulation (EU) No 596/2014) which came into effect on 3 July 2016). Directives, however, need to be transposed into national law and therefore offer some flexibility for member states in implementing them. As long as the objective is achieved, stricter requirements may be implemented if a member state wishes. This has resulted in significant inconsistencies in the EU. For example, the European Prospectus Directive 2003/71/EC (as amended) provides some de minimis thresholds whereby for offers falling below those thresholds, no prospectus is required. One of those is where the total consideration for the offer in the EU is less than €5 million (calculated over 12 months). But the Netherlands for example have set this at €2.5 million. To avoid this common mistake—be careful! Do not assume that the position in one member state is the same as another. Advice should be obtained in each member state particularly in relation to aspects fundamental to running a compliant incentive program such as whether a prospectus is required or the data protection requirements to be applied when transferring participant’s data.
NASPP:What is the silver lining to compliance in Europe?
Bob: Europe is difficult—but it is not impenetrable. Companies have to adopt a sensible European compliance program relative to their businesses that is defensible on audit. So companies should make themselves aware of the difficulties, issues and risks and use specialists who know the pitfalls and the solutions. It is therefore possible to “make sense of Europe”!
NASPP:What is something people don’t know about you?
Bob: One of us is a cheese connoisseur and can name (and correctly guess the weight of!) over 150 different cheeses, the other lived in and taught at a school in Lesotho—guess which is which!
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. Online registration is now closed but we are happy to register attendees onsite in Houston.
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.
NASPP: Why is a panel about consultants particularly timely right now?
Dee: Many departments are being asked to do more and more without a lot of additional resources, so hiring consultants is becoming more and more common. Our panel is composed of individuals who have worked as consultants and have hired consultants. We will share our experiences so you can leave with a better understanding of how to hire the right person—or firm—for the work that you need. And with the increased demand for consultants, people might be tempted to travel down the consulting career path themselves. We will point out the pros and cons, and share some insights into the world of equity consulting.
NASPP:What is a common mistake companies make when hiring consultants and how can they avoid this?
Dee: Most companies do not use an RFP process when hiring a consultant. And that leads to misunderstanding, scope creep, and unhappy companies and consultants. We will highlight the importance of an RFP (even if it just a scope of work!) and share how this can greatly enhance the overall experience—for both the company and the consultant!
NASPP:What is the silver lining to hiring consultants who specialize in stock plan administration?
Dee: Consultants in our industry are very experienced. As a result, they often add more value than initially envisioned when a consulting project is scoped out. This benefits the consultants as well as the companies hiring the consultants. Plus, adding consultants to your network is a definite asset in the equity compensation world.
NASPP:What is something people don’t know about you?
Dee: My real name is Dolores, but everyone calls me Dee, except for my family. They call me Lori.
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!
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.
NASPP: What is the most critical thing NASPP Conference attendees need to know about equity compensation offered globally?
Jon: The importance of making well-informed decisions concerning what, where, and to whom to offer equity compensation around the world.
NASPP:What are one best practice companies should implement?
Jon: Involve compensation, tax, finance, legal and other stakeholders in the decision-making process.
NASPP:What is the silver lining to your topic?
Jon: By including stakeholders in the process, the company will make better decisions and as a result have a more successful global equity compensation program.
NASPP:What is your favorite restaurant or tourist attraction in Houston?
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!
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.
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.
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!
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.
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.
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!
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.
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:
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!
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.
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?
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!