November 30, 2009
Volume 2, No.11
In this Issue:
Webcast on December 17th: Tackle Your Proxy with Moxie
NASPP Conference Session Tidbits
Product Spotlight: SOS TEAM Outsourcing
Join Our Private Company Focus Group
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Learn about TEAM, SOS' long-term, customizable, and cost-effective solution for equity plan management
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Ideas or Questions:
Do you have ideas for our next newsletter or webinar? Topics you're dying to see addressed but haven't yet? Please send us an e-mail with your ideas to: xtra@sos-team.com.
SOS at NASPP and Beyond...
This special edition of SOS Xtra is primarily dedicated to coverage of the NASPP 2009 Conference held November 9th -12th in San Francisco. Over 1,800 attendees jammed sessions and the exhibitor hall, equaling the attendance from the 2008 conference in New Orleans- which is quite a feat given the state of the economy. Below you'll find an article filled with equity comp tidbits gleaned from many of the fabulous conference sessions, and at the very bottom of Xtra you'll find the special edition of SOS Xposé which is dedicated to the events and happenings of the conference, from the exhibitor hall to the restaurants around the city.Thanks to all who stopped by the ever-happening SOS booth again this year. We love seeing and talking to all of you about your challenges and equity comp in general. As in past years, the central feature of our booth was a large bar, well equipped with bar games such as liar's dice and quarters and our own tattoo artists stamping the SOS logo all over innocent passersby (even if they were just temporary tats).
As usual, our cash drawing drew a large crowd and we're happy to announce the winners were: Pam Timberman of Clearwire, Heidi Thomerson of Alaska Communications Systems, Linda Mansker of Anadarko, Wendy Everhart of Health Net, Linda Weber of Jazz Pharmaceuticals, and the grand prize winner Carol Pleva of Atmel.
See the SOS Facebook page for a selection of fabulous photos from the conference!
We look forward to another fabulous year of conferences, including: the CEP Symposium on December 8th in Santa Clara, CA; the Global Equity Organization Annual Conference, April 14th - 16th in Chicago; E*TRADE Corporate Services Directions, April 27th-30th in San Diego; Transcentive's The Source, May 11th-14th in Miami Beach; and of course the NASPP 2010 conference. Hope to see you there!
Sean Lembree, CEO
Stock & Option Solutions
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Free Webcast:
Tackle Your Proxy with Moxie: Updates & Pointers for Your 2010 Proxy Disclosures on Executive Pay
December 17th
Please join us for our next free webcast on Thursday, December 17th at 11am Pacific Time, 2pm Eastern Time
DescriptionProxy season is nearly upon us - are you ready?
The SEC has proposed significant changes to its proxy disclosure rules which are likely to be in effect for the 2010 proxy season. Join this expert panel to review the key new disclosure items for equity compensation, tips on how to prepare, and a discussion of some common errors made in compiling the required data and preparing disclosures. The speakers will also cover several relatively simple ways to avoid costly mistakes and missteps in your filings.
Speakers:
- Jennifer Namazi, CEP, Stock & Option Solutions, Inc.
- Mark Borges, Compensia, Inc.
NASPP Conference Session Tidbits
The 2009 NASPP conference boasted over 35 sessions with topics ranging from IFRS 2 to "Say on Pay" to performance plans to global stock plans. Below is a summary of a few of our "favorite" tidbits from the conference…From "Polishing Your Crystal Ball: Accurately Forecasting the Impact of Stock Plans for Earnings and Financial Reporting": The recently market volatility is having a dramatic impact on stock plan valuations - from longer terms to higher volatility. Are your approaches for calculating your inputs up-to-date? Do they make sense given the current environment? When did you last reconsider your approaches? Or are you getting higher valuations than may be appropriate?
From "IFRS-A Lesson in Implementation": The "pooled approach" for accrual after a modification (where the unamortized expense from the original grant is recognized over the service period of the replacement grant) is not acceptable under IFRS 2. The original expense must be recognized over the original service period. And remember, grants being exchanged / modified now are likely to be accounted for under IFRS. (If the US adopts in 2014 and three years of restatement are required, grants vesting in 2011 will fall under IFRS, which means nearly all grants being granted today.)
From "Leveraging Your ESPP in a Down Market": Remember that even if your employees do flip the shares immediately after a purchase, they are incented to act like owners during the purchase period - they are holding a stake in the company, they want that share price to increase.
From "Good Data Gone Bad: Ten Tests to Diagnose Lurking Problems in Stock Plan Data": Be sure the person who is doing implementation mapping understands both vendor platforms so that they are pulling information from the right areas and putting them into the right spots in new system (does "option price" in the old system mean "fair value" in the new system?)
From "After the Hype: The Real World Impact of Options vs. RSUs": Because participants don't pay anything (or very little) for RSU's, they are subject to fewer regulatory issues than options are. They are not considered an investment decision in the same way because the employee isn't investing her own paycheck.
From "Night of the Living Dead: Equity Compensation Horror Stories": ESPPs are ripe for trouble. There are a lot of opportunities for things to go wrong. T he potential impact may be widespread because the plan is broad-based; we don't process purchases everyday; and the turnaround time can be very fast. The panelists told a story of a purchase that was processed with the wrong purchase price. The price was to be based on the prior day's close, but the company hired a consultant to process the purchase and neglected to inform the consultant that the prior day's close should be used. This mistake resulted in an extra share being purchased for impacted employees; many employees sold shares immediately following the purchase. Counsel advised the company to get the shares back or disqualify the purchase for the extra share. It took almost two months to correct the issue.
Remember that if you missed the conference, or a session or two, the audio recordings are available for download, either by purchasing the entire set as a package or just session by session.
Questions on this article? Email us!
Product Spotlight: SOS-TEAM Outsourcing
The First Complete Stock Administration Outsourcing SolutionStock & Option Solutions (SOS) has been at the center of the stock plan industry since 1999, a company built by stock plan administrators for stock plan administrators. For over 10 years, SOS has delivered quality services bridging the gaps left by outsourcers and software platform providers. In doing so, SOS has become the leader and largest network of stock plan expertise and collective knowledge in our industry ecosphere.
The SOS-TEAM Outsourcing difference
- Leverage our unmatched understanding of the outsourcing business as we maintain an unwavering focus on our core competency, stock plan administration
- We bring our excellence to your plans, providing seamless transition, unmatched flexibility and an unparalleled level of service
- SOS-TEAM (Total Equity Administration & Management) is the best approach for companies who want to outsource some or all of the management of their stock plans while retaining full access to all of their equity data.
- SOS incorporates a "Best of Breed" approach to our SOS-TEAM Outsourcing model. We stay focused on our core competency of stock plan management, while leveraging partners who provide separately a technology platform and brokerage/participant services.
- SOS-TEAM is a flexible and completely customizable approach to providing the much needed expertise/experience to ensure that equity plans are managed efficiently, in line with industry best practices, and with full attention to compliance
For more information, please feel free to contact us at xtra@sos-team.com
Join the SOS Private Company Focus Group
Is your company private? Do you wonder how other private firms are handling their own stock plans? Join the SOS Private Company Focus Group for frank discussions about issues facing non-public corporations related to their stock plans.
The group will meet via conference call for a one hour discussion once or twice a month (based on participant availability). If desired, we hope to also provide guest speakers on various topics from valuation to prepping for an IP0 or acquisition.
Interested? Have more questions or suggestions? Send us an email.
SOS Xposé
...tender tidbits about people and players in our industry... at the NASPP 2009 ConferenceExhibitor Hall!...
The Radford Consulting booth was packed with spectators to view and bet on the "Live Stock Race". See the video here. Baker & McKenzie was giving away handcuffs. (Yes, it's true...) The theme was "Avoid the island." (Alcatraz, that is)... Norse Solutions was giving away bottled water (much needed after some of the evening events), Viking helmets (they are based in Norway) and a TV! ... The CEPI gave away lip balm ("Giving Equity Compensation More Than Just Lip Service") and shot glasses ("CEP- Take a Shot!")... Computershare/Transcentive's theme was IV (Integrated Value) complete with scrubs and prescription giveaways (which tasted remarkably like gum).
Events...
E*TRADE Corporate Services loaded up cable car buses and ferried hundreds to the middle of the bay for their "Escape to Alcatraz" event where a nighttime tour of the island was topped off with dinner and live music... Fidelity had Paula Dean treating attendees to her Southern Home Cooking (with apparently not a reduced-calorie ingredient in sight!) at The Bentley Reserve... Deloitte took clients to Teatro ZinZanni and surprised everyone by sneaking one of their own (Mark Miller) into one of the skits... Baker & McKenzie rented out Straights restaurant and treated attendees to good wine, Asian cuisine and fabulous giveaways (not to mention excellent company!)... BNY Mellon Shareowner Services took its guests to Ghiradelli Square for dinner at McCormick & Kuleto's restaurant... EASi hosted a sumptuous prime rib dinner at the San Francisco Yacht Club for clients and friends. And by the end of each evening, an awful lot of attendees and exhibitors seemed to make their way into the nearby Irish pub, Johnny Foley's. Oh, if only those walls could talk!