Now You DON’T See It

untitled13The image below is from a recent post by famed author and Behavioral Economist Dan Ariely. Take a quick look to see if you can figure it out in 30 seconds or less.

Ariely2Reports tell us that 55% of people spend less than 15 seconds reviewing any piece of content on the internet. I have given you twice as much time. Have you figured out the answer?

It is said a picture is worth a thousand words. The digital medium we all use today makes sharing images easier and Continue reading

Stop Building Sinking Ships

untitled69Last week esteemed fellow Comp Café writer, Stephanie Thomas, Ph.D., wrote an article asking, “Should You Scrap Your Long-Term Incentive Plans?” I commented that LTI programs are for more likely to be used improperly than correctly. But the real question is, why?

Why do we continue to design and implement programs that are ineffective? More important, why do plans at so many companies look almost exactly like the plans at very different companies? It’s kind of like watching your competitor’s ship sink and deciding to build Continue reading

ESPP: The Ugly Duckling?

untitled 37We’ve all heard some version of Hans Christian Andersen’sThe Ugly Duckling at some point in our lives. For the record, the original is sadder and more intense than I remember. The summary is this. A bird is hatched. It is ugly and misunderstood. Others ostracize it without even knowing what it is. It doesn’t fit well anywhere and often has to make its way. Later it grows into a beautiful swan, and everyone admires it. The end.

Welcome to the world of Employee Stock Purchase Plans (ESPPs). If you are at a company that is not publicly traded or is unlikely to ever have an IPO, this post may be Continue reading

Entertaining Ways to Apply Executive Pay Rules

untitled 54Executive compensation is always in the spotlight. The pay levels for the highest paid executive can truly be astounding to “regular” people. In truth, they are often astounding to executive compensation professionals, including the consultants who make the recommendations. In general, most pay packages can be justified as being competitive in the market, or a small percentage of the value of the company or based mainly on the performance of the individual and/or company. This type of justification often rings hollow.

What if we applied some of the current “best practices” to nontraditional professions such as entertainment and sports? Dwayne “The Rock” Johnson is the Continue reading

Compounding Our Pay Problems

untitled 2The pay ratios between CEOs and average employees are once again in the news. This is partly because proxy season always raises this issue and partly because there is a move in some circles to do away with the new pay ratio disclose rule that is part of Dodd-Frank. This year’s ratios will likely be bigger than last. The same will likely be true for most years in the foreseeable future. Here’s why.

The average annual increase for the average employee has been between 2.6% and 3.2% for several years. The use of equity compensation and other long-term compensation tools went down over at least the past decade. At the same time, executive base pay has increased between 5% and 8% most years over most of the past decade. During this period, the use of Continue reading

Startup Equity: In Conclusion (Part 14 of a 14 part series)

Stickman Startup In ConclusionIt feels odd to be wrapping up this series on Startup Equity. I started the series almost six-months ago, and although I have written around 10,000 words, I still have nearly endless things that we can discuss.

My goal was to provide some insight into the variations, complexity, power and hurdles that come along with equity compensation focused specifically on startups and other private companies. The information available is often too unreliable, too high level and too inconsistent to be useful. I hope this series has given readers multiple different perspectives and can provide the start for better conversations, better plan designs, and more successful companies. I am going to follow through on the suggestions from readers and colleagues that I turn the series into an ebook. If you are interested in getting a copy of the ebook, please shoot me an email (dwalter@performensation.com).

  1. You should know that determining grant size can be a challenge and that traditional techniques used for cash compensation do not translate well to the more variable nature of equity compensation. Using more refined methods can create much better results. 1
  2. You should know that NO ONE agrees on the value of equity compensation. Not ever. But, that’s OK as long as each party communicates the reasoning for their valuation. 2
  3. I hope you a have better understanding of the concerns of Venture Capital firms and similar early investors. Also, that you can better explain your case for equity and how it can drive their goals as well as yours. 3
  4. You should have a better understanding of how to use equity as your currency. You must also be willing to embrace your equity uniqueness, and why you shouldn’t put too much focus on comparisons to other companies (especially publicly traded) 4
  5. You may be able to evaluate better when you can accomplish your equity compensation goals with only a synthetic instrument. Sometimes polyester can outperform silk. Knowing when and how is the key. 5
  6. You should have a better grasp of when it makes sense to give additional equity grants and when it may be a recipe for failure. Most importantly, you should be clear that other companies’, entrepreneurs’, or thought-leaders’ formulaic methods or proven processes are unlikely to work perfectly for your company.6
  7. You should be fully aware of the MOST COMMON MISTAKE startups make when using equity compensation. 7
  8. You should be confident that your employees don’t understand their equity compensation any better than politicians understand the Internet. 8
  9. You should know that the variables that have the most impact at startups are Vesting, Termination Rules and Change in Control provisions. If you get these right for your goals and timeline, you are more than halfway to success. 9
  10. Performance-based equity shouldn’t be that scary to you. Yes, there is more to it than time-based equity, but it can be far more effective at getting you to your destination. 10
  11. Staying private and using equity compensation in a world obsessed with IPOs should no longer seem crazy. Equity compensation is very a useful tool and can even offer significant design advantages if you are willing to explore the possibilities. 11
  12. Hopefully, you know more about the evolution of cash pay and equity compensation levels over the past decade or two. Equity may no longer give you the savings that it once did, but that can offset by its long-term competitiveness. 12
  13. You may better understand more technical issues like Rights of First Refusal, Tag Along Rights and Drag Along Rights. Not everyone goes public, and not everyone stays at your company forever. Proper planning and documentation can lead to less stress and angst. 13

You will notice that I have touched on some of the more commonly covered topics like accounting and taxation issues. I have barely talked about things like ISOs and NonQuals. And, I haven’t gotten into the final 12-18 months in the run-up to IPO. There are at least one hundred other topics that tend to only come up in very specific conversations, but I think the foundation has been laid and hope that you will share any other specific topics that you may want me to cover in the future. Thanks, and I hope you will come back and read my future articles whether or not they cover startup issues.

Startup Equity: You’re Coming With Me, or maybe NOT (Part 13 in an n part series)

Stickman Startup Drag Along Tag AlongWe’ve covered a lot of ground in this series, but there is always more when it comes to equity compensation. Sharing ownership can be messy and participating in a liquidity event can be even messier. Companies, majority shareholders, and minority shareholders have defined tools to help avoid some of this messiness. Three of the most important provisions to consider in a startup equity plan are 1) Rights of first refusal, 2) Tag along rights and 3) Drag along rights. Often these are defined in your lawyer’s boilerplate document and never addressed during the design and approval phases of your plan.

1) Rights of First Refusal:

These are designed to protect the company from unwanted shareholders. They can be the bane of, or boon to, employees and other equity plan participants. The most basic form allows the company to buy shares from a potential seller for the same terms and conditions offered by a third party prospective purchaser. If someone wants to cash out, finds someone willing to buy their shares, and is not otherwise prohibited from selling their shares, they must first offer the shares to the company for purchase. If the company decides not to buy, the third-party can become a shareholder.

Rights of first refusal can be designed to allow the company to buy back shares at the most recent valuation price instead of the price offered by the third-party. This can ensure that the company is not “held over a barrel” by a seller who has found someone who passionately wants to become and owner and is willing to pay top dollar. This can be upsetting to a seller who has not read their agreement. This is especially true when the “investor value” far exceeds the value the company currently deems reasonable pursuant to a valid valuation.

Very few companies WANT a shareholder they do not know or with whom they are not on friendly terms. Most companies will exercise their right. But, what if they can’t? Not every company has the cash to buy back shares on a whim. Savvy equity holders can use this to their advantage by timing their potential sale to occur when the company is cash poor. It is critical that a company consider every possibility before simply signing off on a basic equity compensation plan.

2) Tag Along Rights

These are designed to protect minority shareholders. Imagine a majority shareholder decides to sell their shares. Imagine also that you are employee #5 and have purchased and held your shares for a while. When the majority shareholder sells, a tag along right ensures that the minority shareholder(s) can sell an equal percentage of their shares at the same price. If you are the minority shareholder, this can be huge. It helps ensure that the control and value of the company isn’t sold out from underneath you, especially if the purchaser is someone with whom you may disagree.

3) Drag Along Rights

These are designed to give additional power to majority shareholders. In many cases, a potential acquirer will balk at having to negotiate individual terms with minority shareholders. A well-designed, “drag along right” allows the majority shareholder to require minority shareholders (often equity compensation plan participants) to sell a pro rata portion of their shares to the acquirer for the same price, terms, and conditions as agreed to by the majority shareholder. This can be especially powerful if someone is looking to acquire 100% of a company. Negotiating with only the majority holder while guaranteeing the participation of every shareholder can smooth the process considerably. It also gives the majority shareholder significantly more negotiating power.

Lacking control of future transactions makes everyone a bit uneasy. Everyone should know whether they can leave the party, join the party or be forced to shut down the party. Building your equity compensation program to reflect your potential future transactions is a way to ensure all parties are treated in a way that can be both expected and relatively conflict-free. Most companies and plan participants do not pay attention to these details until the conflict has already started.

Startup Equity: But Can’t I Pay Less Cash? (Part 12 in an n part series)

Stickman Startup Cash ValueThis series of articles has covered a lot of ground, but this particular article touches on a critical component that we have not really discussed. When equity first began to be used in Silicon Valley, prior to the boom of the late-1980’s, the goal was getting senior players to have some skin in the game. This is still a major objective of equity.

As the stock market took off in the late 1980’s and flew through the 1990’s, equity became a cheap replacement for cash. The accounting rules ensured equity barely touched companies’ books. The stock market ensured that equity delivered far more, far faster that any form cash compensation. These high growth companies were able to keep cash pay low. This allowed the to easily compete for talent against large mature companies. This is no longer the case.

Many things have changed since the 1990’s. When it comes to equity compensation, the biggest change is that you only see lower cash pay at the earliest of startups. Far more Angel and Venture Capital money is being spent on staff than in the past. This means that less is going to research and development, or larger investments are required to build companies with no better potential than those in the past.

Remember that the accepted “value” of startups is based on recent investment rounds. Very few consider that a far great percentage of these investment rounds is being spent on staff than ever before. In fact, below the very top roles, we see very little differentiation in pay between public and private companies. The startup discount no longer exists for most industries.

What does this mean if you are an executive, HR leader of compensation professional? First, you need to budget the essentially the same base pay, and perhaps cash short-term incentives regardless of whether you have just finished your B-Round or your IPO. Second it means you need to be far better at using equity intelligently and efficiently. You can no longer throw a basic equity plan out there and expect to also get away with sub-par salaries.

Add to all of this the rapidly changing workplace and experience. Companies are spreading out more quickly. Employees at all levels are looking for more workplace (and time) flexibility. Housing prices are skyrocketing in nearly every location where equity compensation is a strong component of total rewards. The fundamental equation has changed and companies, and their leaders, must learn and adapt. They must understand that the bargain garage-based startup is far different when a garage now costs $1 Million.

So, in answer to the question: “How much less can I may my employees if I also give them reasonable equity?” If you are a typical startup, equity will not give you any direct cash savings. Of course, if you are in any industry where equity is uncommon it may still have some capability to reduce cash pay, but those industries are becoming increasingly rare.

The next pieces of this series will touch upon some of the most technical equity issues that are often not included in terms of compensation. These include: Call and Put Rights, Drag Along and Tag Along Rights and Rights of First Refusal. Let me know what else interests you in the space as I am wrapping up this series in the not so distant future.

Startup Equity: Staying Private in a Public World (Part 11 in an n part series)

Stickman Startup Private CoIt is readily accepted that an IPO is Nirvana to a startup. Of course, a fantabulous acquisition will also work in a pinch. Most startups design their equity plans around one or both of these possibilities. The events increasingly trigger vesting events, earn-out periods, house purchases and early retirements. But, what if you want to build something far longer-term? What if you only want to grow, make money and accomplish some important goal? Do equity plans even work for these companies?

The short answer is, they Continue reading

Startup Equity: Three Crucial Variables (Part 9 of an n part series)

stickman startup three crucial thingsStartup equity has approximately a gazillion moving parts. But three of these variables are far more important than all of the others. These three components are what make your plan uniquely yours. They are the things that require real thought. They are also the elements that are most commonly viewed as “plug-and-play” in the world of startups.

  1. Vesting Schedule

Stock options are grants with four-year vesting schedules. Everyone knows this. RSUs have a three-year schedule. Everyone knows this as well. However, while these are the most common vesting schedules, they are not as “standard” or as scientific as you may think.

The truth about vesting is a bit more complex. Vesting should align with Continue reading