Long Term Incentive Plans

Transcription

1 Long Term Incentive Plans September 26, 2017 OFFICES: CHICAGO, ILLINOIS CEDAR RAPIDS, IOWA Copyright The Overture Group

2 Presented by Mark Reilly Mark is Managing Director of Compensation. He has 25 years of compensation consulting experience with public and private clients in many different industries, including financial services, manufacturing, health care and business services. His focus is on short-term and long-term incentive plan design, performance measurement/goal setting, sales incentives, expert testimony, severance/retention programs, employment agreements and executive benefits. Mark has published 18 articles for WorldatWork, the human resource association for compensation. He is frequently quoted in the Wall Street Journal, and has appeared on Bloomberg Television and National Public Radio OVERTUREGROUP.COM 2 Copyright The Overture Group

3 Presented by Bob Lindeman Bob is a co-founder and Managing Director at The Overture Group. Bob's experience includes 25 years as a partner at a major national accounting and consulting firm, performing a variety of engagements in such industries as manufacturing, wholesale, distribution, printing, associations and professional services for privately held middle market companies. As a consultant, Bob has performed the following types of services over his 30 plus years: Compensation including annual and long-term incentive planning; executive and management level searches; ownership and management succession plan development and transition planning; strategic planning; and advisory board development. Bob currently sits on 2 privately held boards. He is a past member of the AICPA's Consulting Services Executive Committee, McGladrey s Board of Directors and Executive Management Committee, and 2 privately held advisory boards. Bob also sits on the Catholic Charities Board of Greater Chicagoland and is the Vice Chairman of the Audit and Compensation Committees. Bob is a CPA. OVERTUREGROUP.COM 3 Copyright The Overture Group

4 Today s Goals During this presentation, attendees will: Gain an understanding of the important role of long-term incentives Be educated on design considerations for developing an effective long-term incentive plan Understand the strengths and weaknesses of different long-term incentive vehicles Review important choices regarding how to incorporate performance metrics Consider the tax, accounting and 409A issues 4

5 Demographics are Changing Companies are facing two long-established trends: lengthening working careers and the expectations of millennials. Yet many of the economic consequences are only now apparent. How will we attract and retain key older workers and highly skilled millennials. Companies that adapt will be the winners 5

6 Current Environment Impacting Key Talent 1. Increase competition from private equity for top talent 2. Top talent less loyal to Companies (& vice versa) 3. M&A Market has been hot the last 5 years 4. Demographics driving more formal management and succession planning 5. Baby Boomers retiring at an increased rate last few years 6

7 Who Typically Participates Public Companies top 1 to 3% of Employees Private Companies Top management team Key/critical top performing Sales people Very key talent Sometimes Board members 7

8 Top Reasons Companies Have Implemented LTIP s 1. Attract top talent 2. Retain top talent 3. Drive shareholder value or longer term financial goals 4. Minimize key talent from going to competitors and competing with them 5. Share long term success with key people 6. May reduce need to increase base salaries and annual incentives 8

9 Reasons Executives Want LTIPs Supplement their 401k or qualified retirement plan / Build wealth Share in the financial success of a Company Defers income to later years Typically provides more upside if Company is sold 9

10 Owner/Manager Conflict of Interest Owners Managers LTIPs Align Interest 10

11 Matching Business and Compensation Strategy Business Strategy Organization Structure/Decision Rights Performance Goals and Objectives Compensation Strategy Sales Incentives Base Salary, Benefits Cash Incentives LTIP Incentives Capital Structure Revenue Costs = Earnings Equity Value/ Ownership Value Private Public Shareholder Focus Board Focus Executive Management Focus 11

12 Common Executive Pay Mix LTI, 30% Base, 45% LTI, 15% STI, 25% STI, 25% Base, 60% Large Company Small Company 12

13 Income or Wealth Potential of LTIP Depends on the following Size of Company Industry Compensation strategy o Pay Mix o Pay at Risk Lifecycle/Market Stage of Company 13

14 Income or Wealth Potential Range of $ s/potential Income* Key executives: 20% 50% of base salary $750k or more earned/accrued over 5-10 years. Key participants: 10% - 20% of base Critical Sales people: As much as executives * Range and % s at upper end assumes company is performing very well. 14

15 Common LTIPs in Public and Private Companies Stock Plans Stock Equivalent Plans Non-Stock or Stock Equivalents 1. Stock Options: -Qualified -Non-qualified 2. Restricted Stock 1. Stock Appreciation Rights 2. Phantom Stock 1. Performance Unit Plans (PUPs) 2. Profits Interest / Value Sharing 15

16 Private Company Long-Term Incentive Plan Prevalence 60% 50% 51% 40% 30% 23% 22% 20% 10% 12% 11% 10% 9% 0% SAR Phantom stock Performance Shares Performance Rest. stock Stock option LT cash 16

17 Case Study #1 4 th generation family business; no intention of ever selling No long-term incentive plan Did not want to use any real stock or equity; intent was to keep all ownership within company Difficulty attracting and retaining top talent as company grew to over 750 employees Need to attract talent from larger companies who were accustomed to having long-term incentive plans 17

18 Case Study #1 - Solution Stock Appreciation Rights (SAR) program 8 internal participants Target earnings 20-40% of base salary earned over a ten year period Individual grants awarded each year to participants Each grant fully vested and paid out after 5 years 18

19 Plan Types Phantom Stock/Real Stock Stock Options: Right to purchase a share of stock at a fixed price over a fixed period of time usually 10 years or less. This is the primary long-term incentive vehicle used by public companies. Real stock is used. Synthetic Options/Stock: Cash based plan tied to company value changes over the long-term but unlike stock options and restricted stock does not utilize real share ownership. Share price based on book value formula or a third party assessment of company value. Restricted Stock: Grant of real or phantom stock outright with restrictions tied only to future service usually 5 years or less. Employee earns full value of each share not just the share price appreciation like options. Cash Plans Performance Units: A cash payout if 3-5 year cumulative financial goals are reached. Profits Interest Compensation Consulting Consortium, LLC. 19

20 Stock Appreciation Rights (SARs) Provides the holder with the ability to profit from the appreciation in value of a set number of shares of company stock over a set period of time. Stock appreciation rights work exactly like a stock option in that the employee benefits from any increases in stock price above the price set in the award. However, unlike an option, the employee is not required to pay to exercise them, but simply receives the net amount of the increase in the stock price in either cash or shares of company stock, depending on plan rules. They usually have a vesting period and an expiration date. P r i c e Price Appreciation Time 20

21 SARs Program for Privately Held Companies: Example Shares outstanding 1,000,000 Book value per share $ Company book value 10,000,000 Shares (options) reserved for plan 200,000 Share value in 5 10% growth $ Option gain ($16.11-$10.00 = $6.11) $ 6.11 Total gain for all participants (200,000 shares x $6.11) 1,221,020 21

22 Plan Design Flexibility One of the great advantages of these plans is their flexibility. But that flexibility is also their greatest challenge. Because they can be designed in so many ways, decisions need to be made about: Eligibility and grant size Onetime or periodic awards Vesting rules Liquidity concerns Restrictions on selling shares, and Cap SAR appreciation or limit the amount of appreciation that a recipient can receive from an award to a predetermined maximum. 22

23 SARs Pros and Cons Pros: With vesting requirements, SARs and phantom stock can serve as effective methods for retaining employees. SARS and phantom stock don t dilute the voting control and other ownership rights of existing shareholders. With SARS and phantom stock arrangements, security registration is avoided if the payments are made solely with cash. Cons: Because the benefits from these plans are generally paid out in cash, they represent a potentially significant cash drain on the company. These plans may not provide high levels of employee motivation because employees don t gain a true equity stake in the company. With SARs and phantom stock, the value of the awards must be expensed on the books at the time of grant and must be adjusted at least annually to reflect the change in the value of the award. Employees are taxed at ordinary income tax rates on the total value of the award. 23

24 Restricted/Phantom Stock Restricted Stock At grant year, restricted stock uses two fewer shares for every option to deliver identical grant date present value which addresses overhang issues The outcomes are not equivalent; a 15% share appreciation yields a higher return under the option grant which reflects the leverage associated with having control of more future share appreciation Options vs. Restricted Stock Year 5 Future Values Shares in Grant Grant Date Present Value 0% 5% 10% 15% Options 3,000 $50,000 $0 $41,442 $91,577 $151,704 Restricted Stock 1,000 $50,000 $56,250 $70,721 $88,157 $108,996 24

25 Performance Units Performance Unit: A right to a cash award or a unit valued by reference to a designated amount of cash or property other than shares of common stock Units are awarded at the start of performance period and unit value is contingent upon company performance against a combination of external (TRS) and internal goals Three year cycle, dividends accumulate and paid at the end 25

26 Performance Units 3 year overlapping performance cycles Cumulative payout potential $0 - $50, $0 - $75, $0 - $100,000 Common measures: Return on invested capital, net income, sales growth. 26

27 Case Study #2 Single owner 2 nd generation family business Owner did not want any stock or stock equivalent plans; never had any long-term incentive plan before Wanted a five year plan with awards paid out after year 3, 4 and 5 Had very specific quantifiable goals that were developed as part of their business plan 27

28 Case Study #2 - Solution Performance Unit Plan using 3-4 Performance Criteria Criteria Weighting on Criteria EBITDA 50% Return on Equity 25% One or two (quantifiable) strategic objectives for each VP (different for each VP Executive) 25% 28

29 Case Study #2 - Result Some overlap with annual incentive plan but executives felt they were rewarded for sustainable long term results Increased ability to attract and retain executives Reinforced the goals they set in their planning process 29

30 Advantages/Disadvantages Plan Design Description Advantages Disadvantages Comments Stock Options Shares can be purchased at a fixed price for ten years Phantom Stock Options Restricted Stock Performance Units Works the same way as options but no real stock is used. The gain in share price is paid out in cash. Shares earned over time based on a vesting schedule. Sometimes vesting based on meeting performance goals. Works like the annual bonus plan except the goals are based on cumulative performance over a 3 or 5-year period Easily understood. If stock price grows value of option grows. No real stock is used so no dilution of ownership occurs. Less stock granted than options so less dilution to existing shareholders Can be tailored specifically to various long-term strategic goals. Strong link between pay for performance. Options are booked as a compensation expense. The expense may not equal the perceived by the executive. Can be a significant cash drain on the company. Less upside than options. If time vested shares are used then the shares could be earned even if performance is weak. Cash payouts can cause a cash drain on the company. In some cases, it may seem like you are paying the annual incentive plan twice. Continuing to provide options my cause too much dilution of existing owners. Addresses dilution and stock ownership issues. Good retention vehicle. Since full-value of shares are given, not just appreciation, the grant will have value even if the share price is flat. Performance goals are often attached to accelerate vesting of shares. Popular plan with private companies that do not want to use real stock. Compensation Consulting Consortium, LLC. 30

31 Accounting/Tax Implications TYPE ACCOUNTING TREATMENT TAX TREATMENT Options Under FASB 123 charge at date of grant based on Black Scholes Value Restricted Stock Performance Based Restricted Stock Performance Units/Shares Fixed at grant date, allocate expense over vesting period Variable based on performance relative to goals. Variable based on performance relative to goal. NQSO no tax until exercise ISO no tax at exercise, then capital gain at sale 83b election to pay tax at grant date or defer until vesting Tax due when cash or shares earned by executive. Tax due when cash or shares paid to executive. 31

32 Why Plans Fail 1. Plan too rich or conversely $ s not meaningful enough 2. Too complex to communicate or administer 3. Not adequately modeled and evaluated over 5-10 years (under different scenarios) 4. Participants do not trust owners 5. Company selects the wrong kind of plan 32

33 Why Plans Fail 6. Poor design Awards Valuation formula Vesting Protection provisions Performance criteria Participants Eligibility Payout provisions i.e. in-service payouts 33

34 Common Myths Need to have a formal stock valuation if tied to Company Value Can only include top management team Owners can not participate Can t design participant payouts with flexibility due to IRC 409A rules Plans not subject to Social Security 34

35 Questions to Evaluate Your LTIP Plan 1. Is the plan accomplishing key objectives that the Company wants to achieve? 2. Is it reinforced annually with participant statements/communications? 3. Is the plan competitive? 4. Is it properly rewarding performance at the right $ level? 5. Have projections been updated for what the plan will do in the next 3-5 years? 6. Is it easy to communicate to new executives being recruited? 35

36 Case Study #3 - Solution SAR Program One lump sum award to all participants SAR Value $500,000 to $1 million+ in 10 years per participant depending on company performance 36

37 Case Study #3 - Result Anxiety over lack of exit strategy of owners decreased significantly with SAR program Increased ability to attract key talent for newly created executive positions More ownership long-term thinking by executives to balance out the annual incentive plan Reinforced the non-compete agreement 37

38 Exhibits 38 Copyright The Overture Group

39 Long-Term Incentive Plan Nonqualified Stock Options (NQSO) How the Plan Works Participants have opportunity to buy company stock at specified price over certain period of time Provides financial rewards based on appreciation of company stock Tax Treatment Gain at time of exercise taxed at ordinary tax rates Company received equal tax deduction Subsequent appreciation taxed at capital gains rate at time of sale Accounting Treatment There is a charge to earnings equal to the fair value of the option at time of grant. 39 Copyright The Overture Group

40 Long-Term Incentive Plan Nonqualified Stock Options (NQSO) 40 Copyright The Overture Group

41 Long-Term Incentive Plan Restricted Stock How the Plan Works Grants of shares of company stock with specified (i.e., 3 to 5 years) restriction period If participant leaves company during restriction period, stock is returned to company Tax Treatment Participant pays ordinary income tax on values of stock at end of restriction period Participant has option to pay ordinary income tax on date of grant (Rule 83B selection) Company received equal tax deduction All subsequent appreciation taxed at capital gains rates at time of sale Accounting Treatment Fair market value of stock at date of grant is charged to earnings over restriction period 41 Copyright The Overture Group

42 Long-Term Incentive Plan Restricted Stock 42 Copyright The Overture Group

43 Long-Term Incentive Plan Restricted Stock 43 Copyright The Overture Group

44 Long-Term Incentive Plan Stock Appreciation Rights (SARs) How the Plan Works Provides financial rewards based on appreciation in value of company stock with the use of stock Tax Treatment Participant pays ordinary income tax the time of payout Company received equal tax deduction Accounting Treatment If paid in cash, cost of plan is charged to earnings over life of plan. If paid in stock, the fair value of SARs will be charged as grant 44 Copyright The Overture Group

45 Long-Term Incentive Plan Stock Appreciation Rights (SARs) Value at time of grant $10 45 Copyright The Overture Group

46 Long-Term Incentive Plan Phantom Stock How the Plan Works Provides financial rewards based on full value of company stock at future date without the use of stock Tax Treatment Participant pays ordinary income tax the time of payout Company received equal tax deduction Accounting Treatment If paid in cash, cost of plan is charged to earnings over life of plan. If paid in stock, the fair value of phantom stock will be charged as grant 46 Copyright The Overture Group

47 Long-Term Incentive Plan Phantom Stock 47 Copyright The Overture Group

48 Long-Term Incentive Plan Performance Units How the Plan Works Provides financial rewards based on achieving long-term (i.e., 3-4 years) predetermined performance goals (sales, EBITDA, margin) Tax Treatment Participant pays ordinary income tax the time of payout Company received equal tax deduction Accounting Treatment Cost of plan is charged to earnings over life of plan 48 Copyright The Overture Group

49 Long-Term Incentive Plan Performance Unit Plan Provides executives with specified award opportunities in return for achieving specific predetermined long-term corporate goals. The amount of earned awards depends on the degree to which the goals achieved. At the beginning of the plan, the Company establishes three-year performance goals, usually in terms of profitability (ROA, ROE, etc.) Earned award opportunities are communicated to participants based on achieving the predetermined corporate goals. At the end of the three-year period, participants receive earned rewards to the extent the predetermined goals are achieved. 49 Copyright The Overture Group

50 Example Long-Term Incentive Plan Performance Unit Plan Senior management establishes a three-year goal of 16% ROE. An award schedule is prepared to relate earned rewards to achievement of the predetermined goals. Earned Award (% of Salary) ROE (%) Actual ROE for the three-year period is 18% Therefore, participants receive earned reward of base salary 50 Copyright The Overture Group

51 Long-Term Incentive Plan Profits Interest Equity compensation can be different in LLCs and corporations. LLCs have the benefit of using a special equity compensation tool called a profits interest. Unlike a traditional stock option, which represents a right to buy into the company at a future time, a profits interest represents an actual current ownership interest in the LLC. A profits interest, when structured to be in compliance with applicable Internal Revenue Service safe harbors, can be taxed at a lower rate than other plans. 51 Copyright The Overture Group

52 Bio s 52 Copyright The Overture Group

53 Mark Reilly Managing Director Office: Cell: The Overture Group 550 Warrenville Road, Suite 210 Lisle, IL Summary of Experience Mark is a Managing Director. He has 25 years of executive compensation consulting experience with public and private clients in various industries, including financial services, manufacturing, health care, nonprofits and business services. His focus is on long-term incentives, performance measurement/goal setting, incentive plan design, sales incentives, buy-sell agreements, severance/retention programs, employment agreements and executive benefits. Typical engagements include the following: Review the competitiveness of an organization s compensation program. Development of a compensation strategy for both domestic and international companies. Designing short and long-term incentive plans to support an organization s unique culture, strategy and economic business model. Advisor to Board Compensation Committees on various compensation issues. Designing and implementing a sales incentive plan. Prior to joining The Overture Group, Mark was Principal and Head of Executive Compensation at Verisight/Newport, Partner with 3C- Compensation Consulting Consortium, Partner with Sibson & Co., Director of Executive Compensation for the HayGroup and a Consultant for Fred Cook & Company. Mark is a Board Member of Christ The King Jesuit High School and was a Trustee of St. Ignatius College Prep. Professional Affiliations Mark has published 19 articles for WorldatWork, which can be found at He is a frequent speaker and is often quoted in the Wall Street Journal. He has appeared on Bloomberg Television and National Public Radio. Education Mark has a Bachelor's degree in finance and economics from Boston College and a Master of Management degree from Northwestern University s Kellogg School of Management. 53 OVERTUREGROUP.COM Copyright The Overture Group

54 Bob Lindeman Managing Director Office: The Overture Group 550 Warrenville Road, Suite 210 Lisle, IL Summary of Experience Bob Lindeman is a Managing Director with The Overture Group. Bob s consulting experience includes 25 years as a partner at RSM McGladrey, a major national accounting and consulting firm, performing a variety of engagements in such industries as manufacturing, wholesale, distribution, associations and professional services. He also served in various leadership positions at RSM McGladrey during those years. Bob has performed the following types of consulting services over his 30 plus years career in consulting: Executive and management level recruitment Ownership and management succession plan development and transition planning Executive and management compensation Organizational design/organizational planning Strategic planning Profit enhancement and financial planning Annual, sales force and long term incentive plan design and implementation Advisory board development Professional Affiliations Illinois CPA Society and American Institute of Certified Public Accountants (AICPA) WorldatWork (previously American Compensation Association) National Association of Corporate Directors (NACD) Private Director Association Vistage International Inc., CEO Network and Education Forum ESOP Association National Association of Stock Plan Professionals Past member Institute of Exit Planners Past member Board Positions Bob currently sits on 2 privately held boards. In addition, he also sits on the Catholic Charities Board of Greater Chicagoland and is the Vice Chairman of the Audit and Compensation Committees. Bob is a past member of the AICPA s Consulting Services Executive Committee, RSM McGladrey and Pullen s Board of Directors and Executive Management Committee, and 2 privately held advisory boards. Certifications Bob is currently a registered Certified Public Accountant in the State of Illinois and a Certified Exit Planner (ownership and management succession). Education Bob is a graduate of Northern Illinois University with a Bachelor of Science degree in Accounting. He also has attended numerous graduate-level courses in Organizational Behavior and Business Strategy at the Benedictine University. In addition he completed the 2 year RSM McGladrey Business Advisory Program through the University of Chicago in OVERTUREGROUP.COM Copyright The Overture Group