On November 24, 2020, the SEC published proposed long-anticipated changes to Rule 701. As a reminder, Rule 701 allows companies to provide offers and sales of securities with an exemption from Rule 144. Basically, it makes it easier to grant equity or sell shares to employees. No need to go into the legalese here, since there are a ton of other places that cover it in detail.

The proposed rules cover some esoteric stuff like REITS and Foreign Issuers and also cover things that every pre-IPO company (or long-term private company) should be aware of.

World at Work defines Total Rewards as:

“All of the tools available to the employer that may be used to attract, motivate and retain employees. Total rewards include everything the employee perceives to be of value resulting from the employment relationship.”

We have invented more tools with corresponding rules, regulations, and variations. And our employees have become more diverse. Explaining the totality of Total Rewards has become increasingly difficult for many in and out of the world of compensation.

Those of you working at “pre-IPO” companies need to learn more about Special Purpose Acquisition Companies (SPACs). SPAC s are also known as “Blank Check” or “Reverse Merger” companies and provide a rapid path to becoming a publicly-traded company. This can create amazing opportunities, but not without the cost of significant effort for those involved.

What the heck is a SPAC transaction? Basically, some investors form a company (Company A) with the express purpose of collecting funds that will be used to acquire another company (Company B). The team of Company A is made up of people with the experience and expertise to find and acquire companies with significant untapped potential. After forming Company A they sell shares in a public offering and raise funds for a future merger or acquisition.

SPACs are going to be here for a while. I guess that means it’s time for all of us to learn what that means to compensation professionals. In a recent post I explained the basics of a SPAC, or Blank Check transaction, and emphasized why this recent phenomenon has received so much press (hint, it’s the money.) In my next few posts, I want to drill into some key considerations for compensation and HR professionals.

A SPAC transaction is an easy, exciting, and invigorating path to your goals! Just kidding. It’s like being told to race up a hill dragging a giant piece of meat while being followed by your hungry, but loving dogs. While you are running up the hill you will need to go ahead and change nearly everything about your executive compensation and be ready to explain all of that, in writing, to a group of shareholders and Board members you have not…

More and more companies have compensation programs that look like this guy. Pay for executives is muscular and impressive. It has outpaced pay at lower levels for a long time. Despite how strong and impressive these companies’ pay look, the truth is they are vulnerable to a competitor kicking their…

Let’s start by discussing a couple of the new things where you will need to help. Publicly-traded companies need to produce a Compensation Discussion and Analysis (CD&A) and a Summary Compensation Table as part of their public filings. The CD&A is a narrative document that tells the story of your executive compensation program. The Summary Compensation Table details the prior three years of compensation for your Named Executive Officers (the Top 5 paid officers including your CEO and CFO.

SPAC transactions move fast. They move so fast that it can be difficult to know who Is doing what, and when. The first thing you need to identify your team. Unless you are part of the inner circle, much of this will likely be done before you even know about the potential transaction. Once you are brought into the process you need to learn…

Equity compensation drives these types of “search for a cure” every three to five years. The market turns, new regulations get rolled out, or the tax regime changes and companies, investors, plan participants, politicians or the media start calling for equity compensation to be “fixed.” In response, solutions and bad ideas spring up all over the place.

The De-SPAC process usually runs from 3-5 months. During this time both parties work to convince current and potential shareholders that the union will work. Regulatory bodies like the SEC also get involved and provide their opinions on the impending marriage. The companies involved may also look to…

If you’ve been with your company a while this may mean a small pot of gold at the end of the rainbow. Of course, SPACs are unusual, so yours will seldom end as quickly as finding the mythical leprechaun’s fortune. Let’s cover the last few unique hurdles and get on to the good stuff.

Our sales compensation solutions usually focus on the “close”. Sales people receive minimal incentive to inspire the old clients to new heights. Your best sales professionals know this and fill the gap. But your lower tiers of sales may need some help. Compensation plans can be a great way to communicate the importance…

Here are some good considerations when you are hiring a consultant…

Equity, as a compensation tool, is a finite resource with an infinite value. There is only 100% of your company. Only a fraction of that amount can be used to compensate employees. When that approved fraction is gone, it may not be possible to use equity as a compensation tool any longer. This challenge has always existed, but it has worsened over the past several years.

The upcoming year of hybrid work, returning to a new version of an old normalcy, becoming good at paying and rewarding remote workers and so much more will challenge all of us.

When granting equity compensation, take the time to understand the purpose of the awards and how your grant details, practices, and data contribute to or hinder your long-term success. Take the time to educate managers of the additional responsibility they have in managing their staff to their awards. Ensure your processes do not undermine the hard work you are putting into correcting DEI issues. Remember that equity compensation is missing more than it includes. Things reported as trends are probably only things a few very visible companies are doing. Best practices are just the most common way of using equity, not the best use for your company.