8th Annual CEP Symposium
The Best One Day Event in Equity Compensation
March 27, 2012
Thank you to our sponsors for making this such a successful event:
- AST Equity Plan Solutions
- Baker & McKenzie, LLP
- Equity Methods
- Radford, An Aon Hewitt Company
- Ernst & Young
- FRS Equity Strategies
8th Annual CEP Symposium Presentations
All of the presentations are in pdf format. Download format by clicking on the presentation title or slides link.
All material presented here is covered by US Copyright laws.
Decision 2012...T minus 200 days! What's on the Horizon for Equity Compensation?
With the presidential election just seven months away this panel will explore how issues in the political climate and the equity industry will affect the future of equity compensation. Starting off with millionaire tax and bank regulations, the panel will move on to clawbacks and whether they are they here to stay as well as whether the SEC will they continue to be overwhelmed. And, the session will wrap up with a heated conversation on IFRS and whether we should brace for it sooner or later.
Speakers: Jennifer George – Orrick, Herrington & Sutcliffe, LLP, Nora McCord - Steven Hall & Partners, Peter Simeonidis, CEP - Deloitte and moderated by Kurt Bremer - Morgan Stanley Smith Barney.
Breakout Session I
The Evolution of Executive Shareholding Requirements
Stock ownership and stock holding requirements for executives and directors are prevalent among Fortune 100 companies, with over 88% having publicly disclosed executive stock ownership policies, according to a 2011 report by Equilar. In this presentation, we will hear from the Head of Research at Equilar, Aaron Boyd, who will discuss the findings of recent research on the state and evolution of these policies. General trends will be reviewed, as well as legislation and regulations that are driving these trends. Stacey Lombardi, Global Stock Plan Manager at Allergan, and Stephen Dudak, Group Leader Executive Compensation at H.J. Heinz Company, will review their companies' policies and the philosophies and goals behind them, and discuss how these are put into action. Stacey and Stephen will focus on the practical aspects of communicating these policies to executives and tracking compliance. Michael Albert, CEP, from Fidelity Stock Plan Services will moderate the panel discussion and review how Fidelity is assisting clients with the administration of their policies through tracking and reporting.
Aaron Boyd - Equilar, Inc., Stephen Dudak - H.J. Heinz Company, Stacey Lombardi - Allergan, and moderated by Michael Albert, CEP - Fidelity Stock Plan Services
Follow the Money! (And Count It, Too)
In this presentation, the data-flow and cash-flow cycles of stock compensation transactions will be presented with the aid of numerous flow-chart graphics. In addition, quirky US and non-US tax valuation rules for stock compensation will be outlined. Scott Barrall, CEP, Deloitte and Trish Boepple, Global Shares, along with Suzie Bentley from NVIDIA will elaborate on process flow charts covering transaction process progression between issuer company stock administration, treasury and payroll groups, stock broker, employee and tax authorities. From same-day-sale option exercises, to RSU vesting/share release and sell-to-cover tax withholding, to ESPP and international intercompany recharges of stock-compensation costs, no stone will be left unturned. Tax valuation rules that illustrate the diversity of thought among global policy-makers about how much of stock compensation will be subject to tax at varying tax rates will also be highlighted, such as the US rules for qualified and non-qualified dispositions of ISO shares and 423 ESPP shares, Italian Normal Value, Chinese restricted stock tax value, Indian Merchant Banker Valuations, Irish restricted stock "clog" schemes, and French tax-qualified option grant price rules.
Panelists: Scott Barrall, CEP – Deloitte, Suzie Bentley – NVIDIA, Trish Boepple – Global Shares
Stock Plan Gladiators: Best Practices Worth Fighting For
In this lively "debate" – the panelists represent unique perspectives on the various topics. Elizabeth Dodge, CEP and Susan Garvin, CEP, of Stock & Option Solutions, will take on Rachel Murillo, CEP, E*TRADE Corporate Services and John Hammond, CEP, AST Stock Plan Services as they debate a pre-set list of best practices topics. Audience participation is encouraged and they can “pick sides” and vote after each topic to determine the winner! Topics may include tax deposits for restricted stock and units, rounding and tax reporting for share withholding, necessity of requiring acceptance of awards, the ESPP $25,000 limit, true up at vest vs. true up at forfeiture, blended vs. historic volatility and more!
Panelists: Elizabeth Dodge, CEP – Stock & Option Solutions, Susan Garvin, CEP – Stock & Option Solutions, John Hammond, CEP – AST Stock Plan Services, and Rachel Murillo, CEP – E*TRADE Corporate Services
ESPP: Isn’t It Time For Another Look?
The humble ESPP doesn’t always grab headlines or dazzle the crowds, but with the CEPI’s most recent installment to the GPS series, these historically underappreciated and underserved equity plans are getting a new resource. Never excessive, always in the money, and scoring big points on expense efficiency, the ESPP is a winning formula. Carol Rutlen, Rutlen Associates LLC, Valerie Diamond, Baker & McKenzie, and Liz Stoudt, CEP, Radford, will address ESPP issues, particularly those that can sneak up and cause trouble. With discussion including design concepts, accounting perspectives, legal and administrative considerations, and gotchas, attendees will leave this session with a new perspective on ESPP.
Panelists: Valerie Diamond – Baker & McKenzie LLP, Carol Rutlen – Rutlen Associates LLC, and Liz Stoudt, CEP – Radford, An Aon Hewitt Company
Family Feud Equity Compensation Edition
Come on down for this exciting face off in equity compensation! Watch and learn as our "families" compete in this fast paced edutainment session. Will the "service provider family" best the "issuer family" on usage of stock options? Does the "CEP family" win out over the "non-CEP" family when it comes to restricted stock? And which family really understands performance awards and what that means for our industry in the next 3-5 years. Dan Walter, CEP, Performensation, will ensure contestants and attendees will leave entertained, informed and thoroughly ready for a productive year!
Hosted by Dan Walter, CEP – Performensation
Breakout Session II
Thinking Outside the Box: A World Beyond Stock Options and RSUs
Are you wondering if plain vanilla options and/or restricted stock/units are still the right equity vehicle for your company? As the business environment and market conditions grow more complex, companies are increasingly thinking about alternative award types that better align with the company's objectives. On this panel, we describe some emerging grant practices and award types that go beyond the typical stock options, restricted stock or RSUs, such as choice programs, matching share plans, SARs and others. We examine the legal and tax implications of these different programs, both from a US and international perspective. Barbara Klementz, Baker & McKenzie and Dave Thomas, Wilson, Sonsini, Goodrich & Rosati, along with Jennifer Kirk from Google and Andrea Kagan, CEP, from Qlik Technologies discuss why companies have chosen to make a switch and why they settled on a particular (new) award type or equity program. In particular, our panelists Jennifer and Andrea will describe the process of analyzing the issues for and implementing their capped SAR program (Qlik) and transferable option and auto-sale programs (Google). If you are looking for cutting edge search no more!
Panelists: Andrea Kagan, CEP – Qlik Technologies Inc., Jennifer Kirk – Google, Barbara Klementz – Baker & McKenzie LLP, and Dave Thomas – Wilson, Sonsini, Goodrich, and Rosati
What Stock Admins Always Wanted To Know About Financial Reporting (But Were Too Afraid to Ask)
Ever wondering what finance is really looking for when they give you a list of items they need at the end of the quarter or the end of the year? Stock plan administrators have countless responsibilities. There are a lot of rules to know, relationships to manage and internal departments asking for information. They not only have to wear many different hats, they have to be an expert in numerous areas. Perhaps the most complicated is financial reporting. In this session, Jen Baehr, CEP, OptionEase, Jon Burg, Radford, an Aon Hewitt Company, and Patty Brown, CEP, Solium Transcentive, will help all stock administrators translate the ‘finance speak’, into English. You will walk away with a good understanding of what the finance department does, why they ask for specific data, how they use that data and your role in the entire process.
Panelists: Jen Baehr, CEP – OptionEase, Patty Brown, CEP – Solium Transcentive, and Jon Burg – Radford, An Aon Hewitt Company, Ingrid Freire, CEP - Genentech
Implementing an intercompany recharge for stock compensation can lead to three benefits: tax-free repatriation to the US, a local tax deduction and a reduced accounting expense for the equity award. However recharge arrangements also have a lot considerations including the requirements necessary for a local tax deduction, local payroll impact, US tax treatment of the payment and some surprising accounting implications. Marlene Zobayan, CEP, Rutlen Associates LLC, Ellie Kehmeier, Creekview Consulting, and Takis Makridis, Equity Methods, will walk the audience through each of these areas pointing out the tricks and traps of recharges for the unwary. Different from the usual chargeback presentation, this session will consider not only the income and corporate tax aspects but also the tax accounting issues associated with a chargeback.
Panelists: Ellie Kehmeier – Creekview Consulting, Takis Makridis – Equity Methods, and Marlene Zobayan, CEP – Rutlen Associates LLC
Effective Executive Education: Escaping Errors on Enriching Events
Executive officers of your company, or clients, aside from having the largest equity compensation awards, often require special processing due to regulations, long blackout periods, and general sensitivity. Learn practical tips on 10b5-1 plans, Rule 144, Section 16, and the most important issues to consider to keep the company decision makers happy. Andrew Schwartz, CPA, CEP, Computershare, Brian Penzel, CEP, Morgan Stanley Smith Barney, and Wendy Jennings, CEP, Riverbed Technology, will set you on the straight and narrow for your executive exercise program.
Panelists: Wendy Jennings, CEP – Reverbed Technology, Brian Penzel, CEP – Morgan Stanley Smith Barney, and Andrew Schwartz, CPA, CEP – Computershare
Breakout Session III
Ten Ways to Breathe New Life Into Your Stock Plan Education Program
This refreshing and highly interactive session will highlight innovative and creative ways that companies can improve their stock plan education program. By way of demonstrating an innovative technique for presenting educational materials, the panel will be presented in a game-show format hosted by Barbara Baksa, CEP, and Robyn Shutak, CEP, NASPP, along with Renee Trotta, CEP, Charles Schwab and Noopur Iyer of Akamai Technologies. Audience members will select the topics the panel will discuss; some topics will include "challenge questions" related to the topic and attendees that correctly answer the questions will win prizes. The audience will also rate their current educational practices based on the material presented and can win prizes based on their scores. Some of the topics the panel might discuss include: • Leveraging managers and peers in educational programs • How to use employee focus groups and who to include in them • Using quizzes, games, social media, and technology to get your message across • Sprucing up your examples • The importance of including stock compensation in total rewards statements and making sure employees know their "walkaway" number • Publishing a newsletter, blog, and other scheduled communication • Educating in a down market • Providing information on financial planning to employees • How to evaluate the effectiveness of your educational program. The audience will leave with a checklist of ideas that they can implement for their educational programs. We will also discuss strategies for implementation, including partnering with internal groups (HR, Payroll, etc.) and external vendors (brokers, administrators, consultants, lawyers, etc.), setting realistic goals, and ideas that can be implemented with limited IT support.
Panelists: Barbara Baksa, CEP – NASPP, Noopur Iyer – Akamai Technologies, Robyn Shutak, CEP – NASPP, and Randy Williams, CEP – Charles Schwab
Face Off: Accounting Risk vs. Administrative Ease in Tackling Taxes
When tax compliance (US and non-US) faces accounting regulations, what wins? US GAAP is clear - net settled transactions should be settled using the statutory minimum tax rates. The IRS and local jurisdictional "tax man" for non-US participants are equally clear in requiring the minimum tax liability be remitted for withholding purposes. Meeting this obligation has become increasingly challenging as the national and global tax structures become more complex, and individual rates are elusive and fluctuating. Factor in the US states without a flat rate for supplemental withholding, and you end up with an administrative challenge of epic proportions. Helping you build a practical plan of action, Matt Roberts, CEP, Fidelity Stock Plan Services, will address obtaining the appropriate tax rates, management of employee movement in multiple tax jurisdictions, and securing accurate rates from payroll. AmyLynn Flood, PWC, will focus on how the industry is dealing with this challenge and the potential consequences of handling this incorrectly, from mark-to-market liability accounting to potential restatement. Laura Javurek Gill, CEP, Eaton Corporation, and Elizabeth Regar, The Hershey Company, will sweeten the panel with how their companies comply with these competing demands. Attendees will walk away with a solid foundation of both the tax withholding and corporate accounting requirements associated with a variety of equity transactions and an understanding of what other companies’ best practices are to support these requirements
Panelists: AmyLynn Flood – PWC, Laura Javurek Gill – Eaton Corporation, Elizabeth Regar – The Hershey Company, and Mathew Roberts, CEP – Fidelity Stock Plan Services
Behavioral Economics and the Biological Impact on Decision Making
Understanding the psychological and biological factors in making decisions and understanding what motivates people is key when designing and communicating stock plans. And, understanding the concepts of behavioral economics and how they can improve the effectiveness of equity compensation programs helps companies design more effective equity compensation programs. Together, Carine Schneider, EASi, and Fred Whittlesey, CEP, Compensation Venture Group, will provide attendees with a basic understanding of these important components and provide case studies and stories of how these factors can help or hinder the success of stock plans.
Panelists: Carine Schneider – EASi, and Fred Whittlesey, CEP – Compensation Venture Group
If you attended the Symposium, please take a moment to complete the evaluation form. We need your input to make the 2013 CEP Symposium even better!