What companies are doing, what they should be doing, and what they may want to stop doing
This presentation discusses the influences, issues and trends for equity compensation as of August 2011
Financial Times -2010 Fund Image Summary Of FindingsDaniel Rothman
Measuring the standing and profile of 24 leading asset management companies among US financial intermediaries.
Conducted by the FT Global Research team.
If you're planning to invest oversea ( FDI) and wan to take advantage on low labor cost, fast growing market, stable political, and the gate to ASEAN plus 3 ( China, Korea, Japan) or TPP. Let's go to Vietnam.
Do Employee-Owned Firms Produce More Positive Employee Behavioural Outcomes? ...Imanol Basterretxea
Abstract
Whether ‘employee ownership’ takes the form of worker cooperatives, coownership
or simply employee share ownership plans, there are normally high
expectations that a range of positive outcomes will result. Yet many empirically
based studies tend to find a much more complex picture. An influential segment
of that empirical literature has posited the need for a number of mutually
reinforcing workforce management components to be in place alongside coownership.
Drawing on detailed case research in two large and successful coowned
retailers in Spain and Britain this paper examines the role of these
wider elements supporting employee ownership.We find that employee ownership
can be linked to higher productivity and lower employee turnover, while at the
same time being linked to higher absenteeism and mixed effects on attitudes.
Expectations held by managers and employees are higher; these expectations
are not always fully met. The role of managers was also found to be crucial.
Financial Times -2010 Fund Image Summary Of FindingsDaniel Rothman
Measuring the standing and profile of 24 leading asset management companies among US financial intermediaries.
Conducted by the FT Global Research team.
If you're planning to invest oversea ( FDI) and wan to take advantage on low labor cost, fast growing market, stable political, and the gate to ASEAN plus 3 ( China, Korea, Japan) or TPP. Let's go to Vietnam.
Do Employee-Owned Firms Produce More Positive Employee Behavioural Outcomes? ...Imanol Basterretxea
Abstract
Whether ‘employee ownership’ takes the form of worker cooperatives, coownership
or simply employee share ownership plans, there are normally high
expectations that a range of positive outcomes will result. Yet many empirically
based studies tend to find a much more complex picture. An influential segment
of that empirical literature has posited the need for a number of mutually
reinforcing workforce management components to be in place alongside coownership.
Drawing on detailed case research in two large and successful coowned
retailers in Spain and Britain this paper examines the role of these
wider elements supporting employee ownership.We find that employee ownership
can be linked to higher productivity and lower employee turnover, while at the
same time being linked to higher absenteeism and mixed effects on attitudes.
Expectations held by managers and employees are higher; these expectations
are not always fully met. The role of managers was also found to be crucial.
Walton Boulevard Reconstruction, APWA Project of the YearOHM Advisors
http://www.ohm-advisors.com. An APWA award-winning project, reconstructing Walton Boulevard, in the City of Auburn Hills, was no easy task. Start with 1.5 miles of road, an old bridge over a major freeway, and three government owners. Then, throw in high priority federal and state funding deadlines and a five month schedule to complete. No problem. If you're OHM, and you're committed to Advancing Communities!
Stormwater Management Using State Revolving FundsOHM Advisors
http://www.ohm-advisors.com. A look at stormwater management projects, including stormwater best management practices (BMPs) funded using State Revolving Fund program. Michigan's State Revolving Fund (SRF) is a funding source dedicated to improving water quality. SRF was created under the Federal Clean Water Act. Section 319 authorizes SRF loans to implement non-point source pollution projects.
Modern Roundabouts: Safety & Mobility Wrapped in a Pretty PackageOHM Advisors
http://www.ohm-advisors.com - Mad about Modern Roundabouts: Coupling Safety and Mobility. This presentation delivers a primer on roundabouts, the differences between roundabouts, traffic circles and rotaries, and the important rules of roundabouts.
5, 4, 3, 2, 1: The Code to Better Compensation PlanningPERFORMENSATION
This presentation provides an entirely new approach to planning everything from your year down to your day. Designed for HR and Compensation professionals, we unveil our 5D-4W-3M-2Q-1Y code and how to put in action to become more efficient and effective.
This presentation was originally given on February 6, 2013 to more than 600 compensation professionals webinar attendees. Don't be the only compensation professional to miss out on this excellent program.
Learn how to more effectively plan and manage: Executive compensation, Long term incentives, Short Term Incentives, Bonuses, Merit increases, Performance appraisals, Performance reviews, Survey analysis and much more.
Asset Management for Small Systems - AWWA ConferenceOHM Advisors
Asset Management for infrastructure serving less than 10,000 users requires a pragmatic and creative approach. Using basic data collection, a simple framework and free asset management tools, an operator can dramatically extend the useful life of the small system.
Walton Boulevard Reconstruction, APWA Project of the YearOHM Advisors
http://www.ohm-advisors.com. An APWA award-winning project, reconstructing Walton Boulevard, in the City of Auburn Hills, was no easy task. Start with 1.5 miles of road, an old bridge over a major freeway, and three government owners. Then, throw in high priority federal and state funding deadlines and a five month schedule to complete. No problem. If you're OHM, and you're committed to Advancing Communities!
Stormwater Management Using State Revolving FundsOHM Advisors
http://www.ohm-advisors.com. A look at stormwater management projects, including stormwater best management practices (BMPs) funded using State Revolving Fund program. Michigan's State Revolving Fund (SRF) is a funding source dedicated to improving water quality. SRF was created under the Federal Clean Water Act. Section 319 authorizes SRF loans to implement non-point source pollution projects.
Modern Roundabouts: Safety & Mobility Wrapped in a Pretty PackageOHM Advisors
http://www.ohm-advisors.com - Mad about Modern Roundabouts: Coupling Safety and Mobility. This presentation delivers a primer on roundabouts, the differences between roundabouts, traffic circles and rotaries, and the important rules of roundabouts.
5, 4, 3, 2, 1: The Code to Better Compensation PlanningPERFORMENSATION
This presentation provides an entirely new approach to planning everything from your year down to your day. Designed for HR and Compensation professionals, we unveil our 5D-4W-3M-2Q-1Y code and how to put in action to become more efficient and effective.
This presentation was originally given on February 6, 2013 to more than 600 compensation professionals webinar attendees. Don't be the only compensation professional to miss out on this excellent program.
Learn how to more effectively plan and manage: Executive compensation, Long term incentives, Short Term Incentives, Bonuses, Merit increases, Performance appraisals, Performance reviews, Survey analysis and much more.
Asset Management for Small Systems - AWWA ConferenceOHM Advisors
Asset Management for infrastructure serving less than 10,000 users requires a pragmatic and creative approach. Using basic data collection, a simple framework and free asset management tools, an operator can dramatically extend the useful life of the small system.
GuideStar Webinar (07/24/12) - Building the Best Board for Challenging TimesGuideStar
Presenters: Richard (Dick) O. Walker, III, Managing Director, Orr Associates, Inc. (OAI); John Bauser, Department Head, Strategy, OAI; Lauren Walinsky, Membership Director, GuideStar USA, Inc. (moderator)
http://www.guidestar.org/rxg/news/webinars/webinar-archive.aspx
The Relevance of Corporate Real Estate to Enterprise SuccessRegus
http://www.regus.com/?utm_campaign=slideshare
Given at the CoreNet Global Summit in Chicago, May 1-3, 2011 by:
Moderator: Dr Barry Varcoe, Zurich Financial Services
Facilitator: Dr Martha O’ Mara, Corp. Portfolio Analytics
Speakers: Michael Leone, Regus;
Tanya Penny, Verizon
Interactive White Paper Webcast: Increase content marketing effectivenessAlinean, Inc.
White papers remain the most important content to help buyers make purchase decisions – helping buyers to understand opportunities, understand solution options and understand the competitive differences of your solution vs. others.
However, in today's world of information overload, white paper download rates have declined, and your investment in traditional white paper marketing campaigns is not as effective as it used to be.
Performance Shares: Perspectives from the morning after 24May2016 finalJames Sillery
Many companies move some or all of their equity compensation grants to performance-based shares, often at the urging of shareholder advisory groups. However, in hindsight, some are now questioning their effectiveness. This presentation to at the Midwest GEO conference provides insight into what is and is not working... and why that is happening.
Demand Generation Tools Webcast: Drive more leads with Alinean value-marketin...Alinean, Inc.
Generate more demand.
- Personalize to connect better with overloaded / skeptical buyers
- Engage better with diagnosis and value quantification
- Drive 50% more leads than traditional content marketing
- More quickly advance prospects through buying lifecycle
- Double number of visitor to buyer conversions
Sound impossible?
It's not with Alinean Demand-Gen Tools.
How Banks will Generate Revenue on Payments and Checking in the New EraDavid Kerstein
Presentation at the BAI Payments Connect Conference, March, 2010. Survey of bankers to understand implications of new changes in Reg E, impact on earnings, and future changes in Checking Account revenue.
Equity Effectiveness SHRM Conference Puerto Rico 18 sept2014James Sillery
Presentation at the 2014 Puerto Rico Chapter SHRM Conference and Exposition on achieving equity effectiveness for multinational and domestic companies.
Equity Compensation - Comparison of Plan Types: Including Stock Options, RSUs...PERFORMENSATION
This presentation will bring clarity to common complications and conflicts in equity compensation, including the basics of acronyms, tax rules, differences between core practice rules and regulations, benefits to employee and more.
Learn how to translate equity-specific acronyms and terms into plain English
Learn how participants make money from Appreciation Only, Full Value and Stock Purchase plans and how each can be a great or poor solution.
Learn the pros, cons and differences between commonly used equity compensation instruments. You will be surprised how similar and different they can be!
A quick reference for all articles written and published by Performensation for the period January 1, 2012 - June 30, 2012. Most of these articles were written for, and published at, The Compensation Cafe (www.compensationcafe.com). Please feel free to visit there to view recent articles. Use the search term "Performensation" to find specific articles.
You can also contact Dan Walter directly at 415-625-3406, dwalter@performensation.com if need assistance with compensation issues.
R-TSR Winning the Race - Communicating Performance-based Equity CompensationPERFORMENSATION
This whitepaper was written in conjunction with the valuation specialists at AON Radford. It discusses how to best communicate Relative TSR and other KPI, Metrics and Goals for Performance Equity Compensation Plans.
If you have, or are considering rolling out, a performance equity compensation programs this is an essential training tool to improve the results of your program.
This matrix describes the 10 most common types of time-vested equity compensation instruments and 9 key issues (primary use, typical plan sponsor and recipient, main features, key accounting, legal, tax, communication and administration issues.) The original version of this matrix has been downloaded more than 5,000 times and is considered an indispensable tool at the desks of many CEOs, CFOs, Compensation professionals and Stock administrators.
P90X and Effective Performance Based CompensationPERFORMENSATION
Learn how to performance and motivation techniques from the popular P90 workout program to your company's performance compensation programs. This truly unique presentation format and approach has been incredibly popular among compensation professionals and executives. Find out more by viewing or downloading it today.
Performensation Blog Articles Jan - June 2011PERFORMENSATION
Musings on Performance and Compensation. A full listing of all Performensation Blog Articles published between January 2011 and June 2011, including summaries of each.
Performensation Blog Articles June - Dec 2010PERFORMENSATION
Musings on Performance and Compensation. A full listing, with summaries, of all Performensation Blog Articles published between June 2010 and December 2010
Everything about Performance Equity Compensation (or as much as fits into an ...PERFORMENSATION
The use of performance-based equity is on the rise. This presentation discusses how to select metrics, set goals,and design a plan. It also covers communication, accounting and administrative concerns.
Presented to BACA (Bay Area Compensation Association 10/21/2010)
Wall Street Reform: Action Items for Compensation (Dodd Frank Act)PERFORMENSATION
This presentation discusses the things that companies should be doing to address compensation issues resulting from the Dodd-Frank Wall Street Reforms and Consumer Protection Act.
Supplemental Info: Say on Pay and Dodd Frank 20100723PERFORMENSATION
This presentation answers questions asked during the live event July 23, 2010. It also provides additional evidence regarding Pay and Performance in the United Kingdom.
The Real Impact of Say on Pay and a Brief Update from the Dodd-Frank Wall Str...PERFORMENSATION
This presentation was given July 23, 2010 by Ed Hauder of Exequity, Robert McCormick of Glass Lewis and Dan Walter of Performensation.
It provides a comprehensive look at how Say on Pay has impacted executive compensation in Europe, Australia and the US. The presentation also provides a drill down into each of the executive compensation provisions included in the Dodd-Frank Wall Street Reform and Consumer Protection law, sign July 21, 2010.
http://bit.ly/c3kXnM
Don't Ask How How High, Always Go the Limit - Performance-based EquityPERFORMENSATION
Performenace-based equity compensation plans and share schemes are here to stay. Learn how to design, implement, manage and communicate these plans in the real world.
This presentation covers the topic of equity compensation from two disparate perspectives. 1) the point of view of an exit planning specialist 2) the point of view of a companies looking for long term executive and broad-based equity compensation solutions.
This presentation provides a look at Performance-based Equity from three angles: Design, Legal issues (provided by Jennifer George at Orrick) and Administration concerns (provided by Paz Dizon of Gilead). The administrative concerns is especially interesting since Paz drills deep into some of the difficulties and how she handled them.
Equity Compensation Design and Use Matrix: stock options, restricted stock, e...PERFORMENSATION
This is a quick 1-page reference tool showing the 11 most common types of equity (share-based compensation). It shows the companies and individuals most likely to each type as well as the major issues for each type (tax, legal, accounting, administration and more)
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
Affordable Stationery Printing Services in Jaipur | Navpack n PrintNavpack & Print
Looking for professional printing services in Jaipur? Navpack n Print offers high-quality and affordable stationery printing for all your business needs. Stand out with custom stationery designs and fast turnaround times. Contact us today for a quote!
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
Premium MEAN Stack Development Solutions for Modern BusinessesSynapseIndia
Stay ahead of the curve with our premium MEAN Stack Development Solutions. Our expert developers utilize MongoDB, Express.js, AngularJS, and Node.js to create modern and responsive web applications. Trust us for cutting-edge solutions that drive your business growth and success.
Know more: https://www.synapseindia.com/technology/mean-stack-development-company.html
Business Valuation Principles for EntrepreneursBen Wann
This insightful presentation is designed to equip entrepreneurs with the essential knowledge and tools needed to accurately value their businesses. Understanding business valuation is crucial for making informed decisions, whether you're seeking investment, planning to sell, or simply want to gauge your company's worth.
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
What is the TDS Return Filing Due Date for FY 2024-25.pdfseoforlegalpillers
It is crucial for the taxpayers to understand about the TDS Return Filing Due Date, so that they can fulfill your TDS obligations efficiently. Taxpayers can avoid penalties by sticking to the deadlines and by accurate filing of TDS. Timely filing of TDS will make sure about the availability of tax credits. You can also seek the professional guidance of experts like Legal Pillers for timely filing of the TDS Return.
What is the TDS Return Filing Due Date for FY 2024-25.pdf
Equity compensation grant trends 20110812 print
1. Hot Trends in
Equity Compensation
Grant and Award Practices
What companies are doing,
what they should be doing,
and what they may want to stop doing
1
2. DAN WALTER, CEP
Dan Walter CEP, is the President of Performensation
(www.performensation.com). For more than 15 years, Dan has assisted
companies with equity and performance-based compensation issues. Dan
has extensive experience with both executive and broad-based programs. A
unique focus is the design and management of performance share and units.
Dan provides end-to-end solutions for private and public companies based in
both the United States and abroad. Dan is a popular speaker on topics
involving equity compensation and success growth. His extensive work with
both very small and very large companies provides his clients with a unique
perspective. He creates effective, company-specific solutions paired with
post-consultation support. Dan’s expertise includes diagnosis of issues, plan
design, communication, administration and reporting solutions.
3. The Winds of Change
Changing Faster Than Some Can Handle
• ISS and Glass Lewis Policies
• Say on Pay (and SOP Frequency)
• Academic Research
• Media Scrutiny
• Activist Shareholders
• Political Capital
• Underwater options (exchanged or not)
• Lions and Bulls and Bears ...Oh My!
4. Corporate Governance
• Influence of ISS and Glass-Lewis influence has
continued to grow
• Average CD&A has grown from about 20 pages to
approximately 30
• Linking pay to performance consistently
mentioned as a key goal for both proxy advisors
and boards
• Executive compensation now synonymous with
equity compensation
5. What Does ISS Want?
• Always recommends annual vote for Say on Pay
Frequency
• Negative Say on Pay recommendation if:
• Perception that CEO compensation is not
aligned with corporate performance
• Board has not been willing to discuss
compensation with ISS
• History of Problematic Pay Practices
6. Shoot-out at the Triple P!
Beware of Problematic Pay Practices
• Any new or extended CEO contract
that includes:
• Excise tax gross-up for CIC
payments
• Single or Modified trigger CIC
payments
• CIC payments >3 times current
base and bonus
• Excessive perqs or tax gross-ups
• Ability to reprice/exchange
underwater options without
shareholder approval The Good, the Bad and the Ugly
7. ISS Writes a New Rulebook
You’re Doing it Wrong If...
• CIC definition is deemed too • The total cost of equity plans
liberal is deemed unreasonable
• The company has a history of • Three year burn rate, exceeds
the “Triple P” and the equity defined limitations. Currently:
plan was in same way
involved. • 2% of the mean plus 1
standard deviation of the
• There is a disconnect between company’s industry group
company performance and
CEO Pay and at least 50% of • But, no more than 2
percentage points (+/-)
year-over-year increase in in
from the PY industry group
equity compensation
cap
8. Say on Pay
More than Many Planned for
• About 2% of companies
had failed SOP votes
• Multiple lawsuits filed on
behalf of shareholders
• Not a “check the box”
process
• Several companies have
modified equity programs
prior to final vote
Courtesy Ed Hauder: www.say-on-pay.com
9. Say on Pay
Concede, Correct or Fight?
• Eliminated tax gross-ups
• Disney
• Added/modified performance for equity
• Alcoa
• GE
• Lockheed Martin
• Filed additional info, new communications
• Tyco International
• Conoco Phillips
• Pfizer / Johnson & Johnson
10. Academic Research
More Volume, Less Conclusions
• Optimal Contracts or Managerial Power? • Manipulation and Equity-Based Compensation
Evidence on the Impact of CEO Compensation on American Economic Review, Vol. 98, No. 2, pp.
Bank Risk in Europe 285-90, 2008
Andre Uhde and Payam Elahi Lin Peng and Ailsa Röell
University of Bochum and University of Bochum Zicklin School of Business, Baruch College / CUNY
Date Posted: May 30, 2011 and Columbia University, School of International
and Public Affairs
• Share Repurchases, Equity Issuances, and the
Date Posted: April 24, 2011
Optimal Design of Executive Pay
Texas Law Review, Vol. 89, No. 5, p. 1113, 2011 • Seven Myths of Corporate Governance
Jesse M. Fried Rock Center for Corporate Governance at Stanford
Harvard Law School University of California, University Closer Look Series: Topics, Issues and
Berkeley - School of Law Controversies in Corporate Governance No.
Date Posted: May 20, 2011 CGRP-16
David F. Larcker and Brian Tayan
• The Valuation Differences between Stock Option
Stanford University - Graduate School of Business
and Restricted Stock Grants for US Firms
and Stanford University - Graduate School of
Journal of Business Finance & Accounting, Vol. 38,
Business
Nos. 3/4, pp. 395-412, 2011
Date Posted: June 2, 2011
James H. Irving , Wayne R. Landsman and Bradley
P. Lindsey • Optimal Contracts or Managerial Power?
College of William and Mary - Mason School of Evidence on the Impact of CEO Compensation on
Business , University of North Carolina (UNC) at Bank Risk in Europe
Chapel Hill - Accounting Area and College of Andre Uhde and Payam Elahi
William and Mary University of Bochum and University of Bochum
Date Posted: May 11, 2011 Date Posted: May 30, 2011
11. Equity Compensation Mix
Percentage of Shares Awarded
100%
27% 31% 35% 90%
• This and the preceding 80%
charts clearly show the 70%
miscommunication
60%
regarding the growth of
50%
full value equity usage
40%
73%
• All of the growth full 69%
65% 30%
value equity 20%
compensation can be 10%
attributed to the 0%
2007
growing use of 2008
2009
performance equity
Stock Options Restricted / Performance
12. Equity Compensation Mix
Values
100%
• CEO Stock Options 90%
37% 41% 80%
• 44% in 2008 40% 43% 49% 48%
70%
• 34% on 2010 60%
16%
• CEO Restricted Equity 22%
17% 20% 50%
17% 20% 40%
• 16% in 2008
30%
44%
• 17% in 2010 41% 39% 39% 20%
34%
31% 10%
• CEO Performance Awards
2008 CEO 2008 CFO 0%
2009 CEO
• 40% in 2008 2009 CFO 2010 CEO
2010 CFO
• 49% in 2010 Stock Options Restricted Performance
15. The Indomitable Stock Option
Stock Options Are Here To Stay
• Nearly all S&P 1500 companies still have stock options
(approximately 98% have outstanding options)
• Lately they just use LESS of them
• Outstanding Options were about 35% lower in 2010 as compared
to 2004
• Less companies are granting options and many grants are
several year old. We will see a continued drop-off in outstanding
options as a percentage of total outstanding equity awards.
16. Stock Options
Less shares, more value
• The percentage of companies granting options dropped from 2004
to 2010
BUT
• The value being granted dropped from 2004-2007, then rose back
to 2005 levels by 2009!
17. Stock Options
It’s good at the top
• In 2004 NEO’s received one out of every five stock option shares
granted
• In 2010 NEO’s received one out of every THREE stock options
shares granted
• 2009 median NEO stock option value was at its highest point
since prior to 2004
18. Time-Based Full Value Awards
Restricted Shares and Units
• In many industries a higher percentage of companies use
restricted awards than stock options!
• Overall growth in the use of time-based restricted equity has
leveled off
• Programs have generally remained linked to three-year vesting
scheduled with annual vesting events
• Most plans are RSUs due to more simplicity their use globally
• We will probably see a small surge of Restricted Stock Shares as
IPOs pickup, then a drop-off shortly after
19. Performance Equity Awards
High Growth Instruments!
• Recent surveys claim
50%-80% of companies
use performance awards
• Surveys are at least 8-12
months behind reality
• Most live polls show the
percentage of companies
who use equity and
incorporate performance
goals to be 75-85%
21. Performance Equity Awards
Common Market-based Metrics
• Total Shareholder Return (TSR)
• Relative-TSR - 88% of companies
• Absolute-TSR - 12% of companies
• Indexed Stock Price
22. Performance Equity Awards
• Performance-based Stock Options: Trend or Fad?
• Several companies have added performance criteria to
outstanding options in response to ISS or Glass Lewis
comments
• Example GE added performance to Jeffrey Immelt’s
2010 stock options (linked to cash flow and stock
performance) after a negative recommendation
during the recent proxy season.
• Opinion: FAD!
23. High-Level Issues
• Bow to the pressure and modify the obvious
• A struggle to balance poor predictability for defined metrics
against growing cry against goals discretion
• Clean-up the last few options while there may still be time
• Performance, Performance, Performance
• In many cases executive values are now above pre-recession
levels
• In nearly every case broad-based values still trail pre-recession
levels
• Some increased interest in IRC 423 ESPP
24. Hottest Equity Trend for 2011
ESPP
A
broadbased
Legacy
Award Performance
Equity
balanced Stock Options Restricted
Awards
meal
Equity
25. Equity Trends for 2011
•Hot Trend 1
•Leave “Market Data” for last
•Design the right plan and
levels for your company, then
check against survey data
26. Equity Trends for 2011
•Hot Trend 2
•Focus equity on management
•add cash and recognition for
everyone else)
27. Equity Trends for 2011
•Hot Trend 3
•Structure Performance
Awards so that Maximum
level pays out above 100%
28. Equity Trends for 2011
•Hot Trend 4
•Build Generic Grant Agreements
•with addendum for:
•Individual Countries
•Performance Metrics and Goals
29. Equity Trends for 2011
•Hot Trend 5
•Performance
Awards for 3
years with a
series of one-
year goals
30. DON’T DO THIS
• Equity Don’t 1 This
• Stop granting stock options
without considering is
intrinsic, modeled and worth...
expected potential value
• as if each stock option
share is a legitimate form
of currency regardless of Variable
price and value amounts
of this
31. DON”T DO THIS
• Equity Don’t 2
• Don’t think that your company
will avoid performance-based
equity. 95%+ of publicly traded
companies in the US will have
performance equity, at least for
executives, by Q1 2012.
32. DON’T DO THIS
•Equity Don’t 3
•Stop using compensation expense as an excuse
for a poor (or no) IRC 423 ESPP.
•Broad-based grants are probably a long-way off.
•ESPP’s provide a tangible attraction and
motivation device, while provide a perfect focal
point for communications from management.
33. DON’T DO THIS
• Equity Don’t 4
• Stop waiting for the big turn-
around to reevaluate and
improve your equity
compensation plans. Start
correcting your design,
communications and
administrative systems and
providers while things are still
calm enough to do it right.
34. DON’T DO THIS
• Equity Don’t 5
• Stop hoping that someone else will
ask that great question that’s in
your head. Be bold and ask away!
35. EQUITY ISSUES REVIEW
• THE MORE THINGS CHANGE, THE MORE THEY CHANGE
• SAY ON PAY
• PROBLEMATIC PAY PRATICES
• ACADEMIC RESEARCH HAS GROWN-UP
• OPTIONS ARE HERE TO STAY
• PERFORMANCE IS THE ONLY INSTRUMENT GROWING
36. EQUITY TREND REVIEW
• BALANCED MEAL APPROACH TO EQUITY
• LEAVE MARKET DATA FOR LAST
• FOCUS EQUITY ON MANAGEMENT
• STRUCTURE PERFORMANCE TO PAY MORE THAN 100%
• GENERIC AGREEMENTS WITH LOCATION-SPECIFIC
ADDENDUM
• 3 YEAR PERFORMANCE WITH ONE YEAR GOALS
37. Questions?
Da n Walt er
P r esid en t a n d CE O, Pe r for m ensation
Em ail : dw al te r@ per for m ensa ti on. com
P ho ne : 415 -6 25- 3406
m obi le : + 1 -917-734-4649
T witter: @per fo r mensa tion
Skype: per for mens ation
LinkedI n: www.lin ke din.com /in /danwa lter
Presenta tio n Librar y: www.slides hare. ne t/pe r for men sation
WWW.PERFORMENSATION.COM!
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38. Other online places to learn
(or find Dan Walter)
Equity Compensation Experts
FREE Online Networking
www.equitycompensationexperts.groupsite.com
ShareComp 2011
FREE Online Conference and Portal
(up to 16 houres of CEP credit)
www.bit.ly/sharecomp2011
(use passcode “GEMS”)
Compensation Cafe
Top 10 HR/Compensation Blog 2010
www.compensationcafe.com
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