(The following post originally appeared on ONSecurities, a top Minnesota legal blog founded by Martin Rosenbaum to address securities, governance and compensation issues facing public companies.)
Stock ownership guidelines have become a common governance tool for encouraging stock ownership by executives and directors. A recent post on the NASPP Blog by Executive Director Barb Baksa provided useful insight and data on public companies’ stock ownership guidelines. The Blog is sponsored by the National Association of Stock Plan Professionals, and the post reported results from the NASPP’s 2011 Domestic Stock Plan Administration Survey, co-sponsored by Deloitte. The survey included around 600 U.S. companies, with all but a small percentage included on the New York Stock Exchange or Nasdaq.
- 73% of 2011 respondents reported having stock ownership guidelines, compared to 54% of respondents in the 2007 survey, a 35% increase.
- Of the 2011 respondents that don’t currently have guidelines, 25% said they are considering implementing them in the next three years, which would bring the percentage close to 80%. As Barbara said, “All the cool kids are doing it, is your company one of them?”
- All respondents count shares owned outright in the guidelines, whether the shares were purchased or received as compensation. Regarding other forms of equity ownership, 70% of the respondents count unvested restricted stock and 60% count unvested RSUs and phantom stock and 31% count unvested performance shares.
- Stock option practices vary widely: 72% of the companies do not count stock options; 15% count only vested in-the-money options, 9% count any vested options and 5% (around 30 companies) count even unvested options.
- Required ownership levels are based on a multiple of compensation at 78% of the respondents, with 68% allowing up to five years to meet the guidelines, and another 13% percent requiring guidelines to be met in three years. 74% of respondents require the CEO to own stock equal in value to five or more times his/her compensation. For the CFO and other named executives, 78% of respondents indicated a range of two to four times their compensation.
NASPP is a great source of information on compensation and disclosure-related topics like stock ownership guidelines. NASPP’s subscription website provides very valuable information on plan drafting and other topics. At the 19th Annual NASPP Annual Conference coming up in San Francisco November 1-4, NASPP is providing cutting-edge presentations on these topics.
Disclosure: I am currently the President of the Twin Cities Chapter of NASPP.
Death, Taxes and Senior Executives
I am excited to report that I will be part of a panel discussion at the Annual Conference on the topic of “Death, Taxes and Senior Executives”. The panel will focus on trends in estate planning and wealth management for public company executives who have a great deal of wealth tied up in their company’s equity. The purpose is to educate stock plan administrators and other professionals on these techniques so they are better able to anticipate the issues that might be presented by the transfer of equity to family and charitable trusts. We will try to demystify the alphabet soup of techniques used by estate planners: GRATs, CRUTs, CRATs, IDGTs (intentionally defective grantor trusts) and many more.
The panel also will discuss the current regulatory and governance trends that tend to create additional restrictions on the equity held by executives. The stock ownership guidelines described above are an example of restrictions that make it more difficult for executives to diversify their holdings.