News & Insights

Winning the Compensation Triathlon

Being locked up at home for the past nine months has given me the time to watch some videos that wouldn’t have made the list in a normal year. The rabbit hole of streaming information recently brought me to a series of videos on triathlons. Watching a few of these events (appropriately sped up) reminded me of the power of a compensation philosophy.

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5 Important Pieces of the Proposed Rule 701 Changes

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.

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The Mind, Heart, Body, and Spirit of Total Rewards

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.

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HELP! Was I Just Arrested or Incentivized?

Editor's Note: There are a lot of reward terms out there and they aren't always universally understood. Leave it to Dan Walter to illuminate this challenge with his Classic humor!

We all wish we were better at communicating. We create presentations (decks) and plan summaries (SPDs). We carefully choose our words and have our colleagues review things before sending them. Our efforts need to be understood by people with wide ranges of experiences, education and levels of interest. But what if our best efforts were making things worse?

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Motivation for the Long Haul

2020 provided many challenges never before experienced, and many employers are wondering how to motivate their teams for the long haul. Whether you are trying to keep your business afloat or have thrived during the pandemic period, the first step is to acknowledge the challenges and celebrate even the small wins.

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No Organization is Perfect

The longer I am in Human Resources (HR), the longer I realize, no organization is perfect. Different companies have different cultures, and there are always imperfections, issues, and opportunities for growth. What makes one organization more successful than the others if none of us are ideal?

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The SPAC Attack

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.

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SPAC Attack – 5 Critical Equity Compensation Issues

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.

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SPAC Attack: Executive Compensation Top 10 List

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…

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Compensation Planning - Time to Work Out Your Chicken Legs

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…

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SPAC Attack: Unwieldy Expectations, Proxy Time

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.

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SPAC Attack: Who’s On First?

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…

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Equity Compensation - I Have the Cure You Seek!

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.

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