110 likes | 246 Views
NASPP Phoenix Chapter . Roundtable Discussion: Working Together to Find Solutions to Challenges Tuesday, August 9, 2011 Moderators: Pam Ellis, CEP and Sara Shoaf, CEP – Solium Capital. Discussion #1 - Scenario.
E N D
NASPP Phoenix Chapter Roundtable Discussion: Working Together to Find Solutions to Challenges Tuesday, August 9, 2011 Moderators: Pam Ellis, CEP and Sara Shoaf, CEP – Solium Capital
Discussion #1 - Scenario • Company ABC is a privately held firm that has been granting ISOs for the last ten years. • Many early grants to key long-term employees are coming up on expiration and have not been exercised, even though they are in the money. • The company has no immediate plans to go public or be acquired by a public company. • The CEO has asked you to propose a way to motivate employees to exercise these options or provide a method to compensate them for the value on the table.
Discussion #1 - Brainstorm • Should the company “force” these employees to exercise or compensate them for the value? Why or why not? • Why are employees not exercising? Is there a way to change their perceptions (and therefore behavior) without forcing an exercise? • What are potential solutions for the company to offer to employees and the implications of each proposal? • Should the company consider other ways to compensate employees that provide better reward?
Discussion #1 - Proposal • No obligation to force or compensate • Purely a company decision • Could set a precedent • Potential solutions • Auto-exercise • Loan program • Replacement grant with immediately vested shares • Cash bonus for walkaway value • Company repurchase program • Employee education
Discussion #2 - Scenario • In February, you discover by chance that the federal and state tax rates in your stock plan database have been inaccurate since last year, resulting in a large number of transactions with incorrect tax withholding. • In all cases, both taxes were underwithheld for option exercises and RSA/RSU releases. • Cashless and sell-to-cover exercises allowed • Sell-to-cover taxes for releases allowed • The error was due to a manual entry on your part. • What should you do?
Discussion #2 - Brainstorm • Should you raise the issue? Why or why not? • If yes, how do you raise it and with whom? • Should the transactions be corrected? If so, how? • What is the impact to the company? To the employee? • Tax reporting and withholding, penalties • SOX compliance • Employee relations • How should this situation be avoided in the future? • Preventative and detective measures
Discussion #2 - Proposal • Yes, this issue should be raised! • Solutions • Assessment of potential impact • Correct original transactions or deal with resulting consequences • Employee notification • Avoid this situation in the future • Source of tax rates, entry of rates in stock system • Audits
Discussion #3 - Scenario • Currently Company XYZ grants options on a limited basis in five different countries; however, these plan participants have a high degree of mobility between countries due to the company’s type of business. • The company does not track mobility for equity purposes and uses the residence location at time of exercise for tax calculations. The company has (fortunately) not been audited from a global tax perspective yet. • The company is fully committed to equity as a form of compensation for their global workforce. • The CFO has asked you to evaluate the costs of compliance to support this global mobile population versus the risk exposure.
Discussion #3 - Brainstorm • How would you conduct this assessment? • What is an acceptable level of risk in this area? • Whose risk is it – the company’s? the employee’s? • If the employee is at risk, what is the company’s obligation to educate the employee on the risks or minimize it? • Are there better alternatives to meet the company’s objectives while minimizing risk?
Discussion #3 - Proposal • Risk assessment • Tax reporting and withholding requirements for mobile employees by country • Administrative costs to track, tax advisors/resources • Employee impact • Solutions • Tax advisors/preparers • Assistance with tax payments • Cash bonus plans with criteria based on company or stock performance
So What Did We Learn? • Collaborative approach with multiple perspectives to solve real-world challenges • Leverage your peers, co-workers and industry experts • No need to reinvent the wheel • Don’t be afraid to ask for help • Sometimes there are no clear and easy answers • Can be difficult balancing what you SHOULD do versus what you CAN do • Have to make an informed decision regardless – do your homework and know what you’re getting into