10th Annual CEP Symposium
The Best One Day Event in Equity Compensation
March 25, 2014
Thank you to our sponsors for making this such a successful event:
- Baker & McKenzie, LLP
- EASi (Equity Administration Solutions, Inc.)
- Equity Methods LLC
- Radford, An Aon Hewitt Company
- Deloitte LLP
- Ernst & Young
10th 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.
Breakout Session I
1A: You’re a CEP: Now What? The CEP’s Road to Industry Expert
You’ve worked hard and earned your CEP designation (or you are currently on the path to earning your CEP designation!!). Whether you are newer to equity compensation or have been in the industry for a while, earning the designation of CEP is a rite of passage into an elite group of stock compensation professionals – demonstrating your expertise and boosting your credibility. Maintaining your CEP status shows your ongoing commitment to being the best in the field. But what’s your next career step? With so many possible choices and avenues at your fingertips, it’s time to figure out your future and to prepare for that “dream job”. Using data from a survey of CEPs, and additional information gleaned from top industry experts and seasoned stock plan managers, this panel will share insight and tips for what it takes to be an expert. We will help you to identify ways to acquire needed skillsets, discuss actions you can take today to build your brand in record time, and highlight the things you must avoid along the way. We will share real life tips on how to interview, what kinds of questions are used to test technical knowledge and check references, and little tips and tricks to come off in the most attractive light on the job, in an interview, or giving a presentation. It’s time to take your status in the field of stock compensation to the next level!
Pam Ellis, CEP (Solium), Jennifer Namazi, CEP (NASPP), Ron Snitker, CEP (UBS Equity Plan Advisory Services)
1B: Employee Mobility: We’ve All Heard the Rules, But What Are People Actually Doing?
Getting 100% precision around state to state and country to country mobility rules for a highly active workforce would likely require huge investments in technology and resources. There are few companies that both have the resources to devote to that AND a willingness to devote those resources. However compliance is a requirement regardless of the number of mobile employees involved. Our experienced panel of issuers each representing a large, midsized and small company will discuss the latest survey data and the varying approaches their companies take towards addressing mobility issues including stakeholder engagement, employee communications, systems and tools used, and the resources required. These issuers will discuss the real world solutions, practical approaches and system limitations they had to work through to implement mobility compliance in their organizations. The audience will learn the trends and best practices based on their mobility size.
Panelists: Kristi English (Riverbed Technology, Inc.), Marianne Friebel, CEP (Electronic Arts), Ying Long, CEP (Cisco Systems, Inc.), Marlene Zobayan, CEP (Rutlen Associates LLC)
1C: Making Your Equity Grants More Effective: 25 Updates in 75 Minutes
This panel of industry professionals with close to 50 years of experience with equity plans will discuss 20 key items to review and update in a company’s equity award grant documentation (including plans and agreements) to make them easier to administer and operate and to ensure compliance with US and non-US regulatory and tax issues. The pace is fast, the approach is multi-disciplinary and the guidance practical. Our panelists will identify the provisions of a plan or an award agreement that have raised issues or claims against companies in the context of a tax audit or a lawsuit and provisions that clients have had issues with award recipient confusion or difficulty administering Rather than pontificating about how to work around existing sub-optimal documentation, our panelists will provide practical tips on how to modify your documents to avoid these problems in the future. They will focus on approaches and considerations for minimizing risk to the company and its employees as well as changes in regulations, case law and audit and enforcement activity that may warrant immediate steps to address or correct grant documentation.
Panelists: Valerie Diamond, (Baker & McKenzie LLP), David Thomas, (Wilson, Sonsini, Goodrich & Rosati), Paula Woodman, (Charles Schwab)
1D: The Trouble with Tax Accounting: A Primer on Tax Accounting for Stock Plans and DTA Balances
All too often there is a "chinese wall" of sorts between your tax group and accounting and/or stock plans. The left hand doesn't always know (or understand) what the right hand is doing and that leads to miscommunications and mistakes. Tax asks for reports they think they need, but may not understand how the stock plan system works or that their requests are giving them the wrong data. This session will demystify tax accounting for stock plan professionals, breaking it down into key components that even beginners can understand, and then walk you through one of the hottest topics in tax accounting today: Proving/verifying your DTA balance. This session will allow you understand what your tax department needs and why to avoid giving them the wrong information, resulting in financial reporting errors and omissions.
Panelists: Elizabeth Dodge, CEP (Stock & Option Solutions, Inc.), Lori Ellingboe (GoPivotal), Ellie Kehmeier (Steele Consulting LLC)
The data is clear… performance awards are a critical component of executive compensation. For the first time in executive compensation history, more than half of companies are granting performance-based incentive awards as part of their standard long-term incentive program. It’s no wonder… with shareholders’ increasing expectations for better alignment between executive pay and performance, an increased shareholder pressure with “Say on Pay”, and activists and proxy advisory firms not believing that time-vested stock options motivate better performance…add it all up, and performance awards are becoming a more prominent component of many companies’ executive compensation programs. Yet, the design of performance awards varies widely, and opinions swing wildly. Join this bold and outspoken panel for a friendly, but fierce, debate on the finer points of performance awards, including single vs. multiple metrics, absolute vs. relative, the merits of performance conditions vs. market conditions, and the right level to grant these awards within your company. Come prepared to join the action with your cell phone voting on the issues at hand.
Panelists: Terry Adamson, CEP (Radford, an Aon Hewitt Company), Susan Garvin, CEP (Stock & Option Solutions, Inc. ), John Hammond, CEP (Plan Management Corporation), Mike Palermo, CEP (Fidelity Stock Plan Services)
Breakout Session II
2A: Communication: The Engine of Successful Performance Plans
Do you have employees that let in-the-money options expire? Do your employees really understand the awards they’ve been granted? With the move to performance awards, has that understanding been even further impacted? Join this panel of experts as they explore the new set of communication challenges presented through performance awards. Using real-world examples, this panel will examine points of communication in the life-cycle of performance awards, channels of communication, handling “negative” messaging when a goal isn’t met, and tried-and-true tips for making your education strategy a success. This discussion will also include a look at the relationship between successful communication and performance - all the keys you’ll need to start your communication engine and drive performance!
Panelists: Dan Kapinos, CEP (Radford, an Aon Hewitt Company), Christine Maxwell (Electronic Arts), Nancy Mesereau, CEP (Morgan Stanley), Robyn Shutak, CEP (Global Equity Organization)
2B: Going Global Pays Dividends
Paying dividends or dividend equivalents when you have gone global is a huge administrative undertaking - as if the W8-BEN requirements for dividend payments were not enough to deal with!! This panel will walk through the various implications of paying dividends and dividend equivalents globally including the tax withholding (U.S. and foreign) requirements, accounting issues, impact on other benefit plans such as 401k and how to manage the administration of it all. Join us as we tackle China SAFE, foreign exchange repatriation, dividend equivalents as compensation, and communication issues. We will top it off with a discussion on how to establish appropriate risk management decisions based on the amount of dividend or dividend equivalents being paid.
Panelists: Sinead Kelly (Baker & McKenzie LLP), Carrie Kovac, CEP (E*TRADE Financial Corporate Services), David Lanka, CEP (Bank of America Merrill Lynch), Madori Playford, CEP (Equinix, Inc.)
2C: Traps for ESPPs: Surviving the Minefield
While simple in concept, Employee Stock Purchase Plans are one of the most difficult forms of equity compensation as it relates to tax compliance. The $25,000 limit on purchases, differences between qualifying and disqualifying dispositions, multiple tax reporting forms, cost basis tracking, and the effects of corporate actions are just some of the complexities encountered. Stock plan administrators need to identify, prepare for, and audit the results of ESPP purchases and sales all the way through the lifecycle. This session will help administrators comply with the tax rules for ESPPs by including real-life examples and issuer best practices in an organized and practical approach.
Panelists: Andrew Schwartz, CEP (Computershare), Tery Williams, (Hewlett-Packard Company), Christine Zwerling, CEP (Stock & Option Solutions, Inc.)
2D: An Insider’s View of What Goes on Behind the Compensation Curtain
As stock plan administrators, accountants responsible for stock-based comp, attorneys charged with drafting agreements, and a host of other related stock plan professionals, we do not always get to see or understand the compensation decision making process. Join us for an insider’s view as our panel of distinguished compensation professionals from Seagate, Electronic Arts, and Yahoo! explain what their company does and why. We will explore the role of surveys and trend reports, peer company benchmarking, influence of institutional investors and their advisors, and the oversight of the Compensation Committee and their consultants. While the panelists will cover compensation broadly, they will hone in on matters related to equity, including decisions that can lead to programs requiring a higher degree of administration and compliance. Walk away with a greater appreciation of why you now have three concurrent performance programs to track with multiple metrics given to different groups of employees over separate time periods all while trying to manage the rolling burn rate and fungible share reserve, or simply be happy you do not have their programs.
Panelists: Jon Burg, CEP (Radford, an Aon Hewitt Company), Jim Clark (Yahoo!), John Cleveland (Seagate), Matt Pera (Electronic Arts)
Breakout Session III
3A: Living on Easy Street: Innovative Ideas to Make Your Life Easier
No one promised you a rose garden, but with a little thought and action you can prune back some of the thorny issues and make your work life a lot easier. This panel with a collective 50+ years of experience has some little suggestions that can pay big dividends in your work life. From considering prior day close as your FMV, to using Excel to make reconciliations a snap, to averting potential costly and time consuming litigation and more, this panel is ready to open your eyes to an array of time-saving, cost- saving, and sanity-saving shortcuts and tips. Audience members will be able to vote for their favorite ideas in this interactive and engaging session. Join Barbara Baksa, CEP, of NASPP, Emily Cervino, CEP, of Fidelity Stock Plan Services, Kevin Anderson of Agilent Technologies and Tom Paleka of Arthur J. Gallagher & Co, for this fun and interactive panel and start packing for your move to Easy Street.
Panelists: Kevin Anderson (Agilent Technologies), Barbara Baksa, CEP (NASPP), Emily Cervino, CEP (Fidelity Stock Plan Services), Tom Paleka (Arthur J. Gallagher & Co.)
3B: Magnum P.I. – Getting to the Bottom of IRS and SEC Risks in Equity Compensation
In this session, we will take a detailed look at the potential civil and criminal penalties and interests that can apply to equity compensation with detailed quantitative examples that provide illustrations of how the penalties and interest are actually calculated by the IRS. We will look not only at the various penalty and interest provisions but also potential mitigation opportunities to reduce the penalties and interest that may apply where a violation has occurred. The focus will be not only on the income tax implications but also employment tax implications as there can be differences, particularly relative to mitigation. Examples of the specific areas of focus include: 1) Failure to withhold, 2) Failure to deposit, 3) Failure to report, 4) 409A penalties and FBAR/FACTA reporting. Within each of these areas we will look at federal income, FICA/Medicare, and FUTA, as well as mitigation opportunities and the difference between the civil and the criminal penalties.
Panelists: Jason French, CEP (Ernst & Young LLP), Nathan O’Connor (Equity Methods), Deborah Spyker (Ernst & Young LLP)
3C: Ride the High Tech Wave of Next Gen Reporting
The way stock plan administrators work has evolved over the years, and one area where we have seen technology attempt to keep pace is in reporting. This panel, comprised of four service providers, will look closely at how reporting needs have changed to meet a more complex level of requirements. We’ll examine what people are using to manage reporting today and what their typical process looks like, and discuss what we’re hearing from clients and prospects in terms of trends and what would make the lives of stock plan administrators more efficient and productive. We’ll also discuss specific areas where capabilities have stepped up to meet demands in financial, tax, and mobility reporting, as well as new features in the marketplace and how these tools can be utilized to the utmost potential.
Panelists: Mark Ebersole (Equity Administration Solutions, Inc.), Robert Purser (E*TRADE Financial Corporate Services), Matt Roberts, CEP (Fidelity Stock Plan Services), Jeremy Wright (Solium)
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