Phantom Stock as Executive Compensation for Family Businesses

One week ago, on Wednesday September 1, 2021, the website Ivy Exec published under “Business Strategy” an article I wrote on “Phantom Stock as Executive Compensation for Family Businesses.”

This new article is designed not only for C-level and senior executives, but even for many directors and mid-level executives, who currently work in a family business or are offered a position in a family business and received NO executive equity compensation because most family businesses do not issue equity to non-family members.

My article discusses the use of phantom stock as a mean to give the executive a substitute to equal for him or her all the benefits of stock, options or RSUs. This technique also benefits the family business by not only avoiding use of actual stock and offering a key executive recruitment / retention tool but also providing a technique where all payments are tax deductible.

The technique is highly beneficial to CEOs and senior executives because it not only gives him or her a meaningful stake in the growth of the company, but also offers the possibility for capital gains level taxation, plus a liquidity feature often missing in stock plans of private companies.

To see my full IvyExec Career Advice website article, go to

 LINK: https://www.ivyexec.com/career-advice/2021/phantom-stock-as-executive-compensation-for-family-businesses/

Or https://www.executiveemploymentattorney.com/phantom-stock-as-executive-compensation-for-family-businesses/

IvyExec hosts articles and webinars from experts in the career, leadership, and business spaces who wish to share their knowledge with our audience. In April 2021, I was invited to write for IvyExec since it seeks original content on the topics of career development, leadership, and business strategy as it applies to senior-level and C-Suite professionals. IvyExec blog posts and webinars are shared with its community of more than 2 million members on its website, in its newsletter, and on its social media channels. https://www.ivyexec.com/career-advice/write-for-us/

It is my hope that this article will be of benefit to C-level and senior executives who have the opportunity or should have the opportunity to gain an equity stake in the family businesses that their management skills and efforts or helping to build, so that you along with the family owners can share in the benefits of that company growth.

Family business owners do have good reason to avoid taking on minority owners, but that does not mean you, as the non-family executive, need to be deprived of the kind of equity or equity-like stake you would receive in a non-family business. My article suggests a way to do this — to the benefit of the non-family executive and the family business owners too. Feel free to tweet or share this article. If you or any colleague of yours has a need in this area, please do reach out to me.

Executive Stock Options, Restricted Shares and Restricted Stock Units – What’s Best for You

 One week ago, on Tuesday August 3, 2021, the website Ivy Exec published under “Career Advice” an article I wrote on “Executive Stock Options, Restricted Shares and Restricted Stock Units – What’s Best for You”. 

This new article is designed not only for C-level and senior executives, but even for many directors and mid-level executives, where a major part of executive compensation involves executive equity in the employer company.   This article is intended to assist executives in those negotiations by setting out key things to look for in your equity package, including the level, tax structuring and terms of equity compensation. 

The article discusses the merits and issues among the four main choices for structure of equity:

• ISOs – Incentive stock options, qualified under the tax code,

• Non-quals – Non-qualified stock options,

• Restricted Stock – where you are actually issued shares and might want to make a tax election to take unvested shares into income, and

• RSUs – Restricted Stock Units, where stock is also issued and taxed as it vests. 

My article first discusses where equity might achieve its highest value for you using important favorable tax leverage, and then the level of equity to seek appropriate to your position.  The remainder of my article goes over the different circumstances under which each of the four main equity choices can be beneficial to you, to help you determine which structure is best for you in your case.

To see my full IvyExec Career Advice website article, go to LINK: https://www.ivyexec.com/career-advice/2021/executive-equity-structure/

 Or on my website at https://www.executiveemploymentattorney.com/executive-stock-options-restricted-shares-and-restricted-stock-units-whats-best-for-you/

IvyExec hosts articles and webinars from experts in the career, leadership, and business spaces who wish to share their knowledge with our audience.  In April 2021, I was invited to write for IvyExec since it seeks original content on the topics of career development, leadership, and business strategy as it applies to senior-level and C-Suite professionals.  IvyExec blog posts and webinars are shared with its community of more than 2 million members on its website, in its newsletter, and on its social media channels.  https://www.ivyexec.com/career-advice/write-for-us/

It is my hope that this article will be of benefit to C-level and senior executives who have the opportunity or should have the opportunity to gain an equity stake in the company that their management skills and efforts or helping to build, so that you along with the investors can share in the benefits of that company growth.  This article discusses the merits of the four main choices among equity structures.  Taxation and financial benefits differ among them.  As I tweeted… One size does not fit all.  So, I hope this article will be instructive for you.   Feel free to tweet or share this article. If you or any colleague of yours has a need in this area, please do reach out to me.

Executive Contract Terms to Negotiate with Your Prospective Employer

On Tuesday June 22, 2021, the website Ivy Exec published under “Career Advice” an article I wrote on “Executive Contract Terms to Negotiate with Your Prospective Employer”.

 

This new article is designed for CEOs, C-level and senior executives, who are sometimes neglectful of their own interests and might be tempted to accept the assurance from a prospective employer that the job offer terms are just standard.  But executive contract terms are not standard.

My article discusses critical contract terms that, as a senior executive, you should consider negotiable to assure you are receiving fair financial treatment and to provide important protections to your career path and reputation.  I suggest negotiation strategies for key contract terms including: 

• Signing Bonus – to make you whole for what you are giving up from your job and also compensate you for the risks you are taking going into a new situation where you will have to prove yourself yet again,

• Meaningful Equity – giving you a stake in the company sufficient in size and upside potential to justify the move.

• Tax-favored Equity – with my structuring suggestions to maximize your take-home pay.

• Restrictive covenants – NDAs limited to not bar you from future utilization of  your prior knowledge and connections, Non-competes limited so no significant detour is created to the expected path for your future career growth,

• Severance triggers – to allow you to quit for good reason if the company fails to live up to promises you relied on accepting the offer;  

• Robust severance terms – with not only severance pay but continuation of health benefits, prorated bonus and equity acceleration.

My article then concludes with a discussion of other non-contract factors that go into the decision to accept a job offer such as compatibility with company, fit of skills and personality, and your belief in company prospects.  

But remember, even where you see a good fit going in, things can change: so, having a good contract is an important protection against your champion leaving or other unforeseen developments.

To see my full article, as published in the “Career Advice” section of the Ivy Exec website, go to LINK: https://www.ivyexec.com/career-advice/2021/executive-contract-terms-to-negotiate-with-your-prospective-employer/

 Or on my website at https://www.executiveemploymentattorney.com/articles-section/executive-contract-terms/

IvyExec hosts articles and webinars from experts in the career, leadership, and business spaces who wish to share their knowledge with our audience.  In April 2021, I was invited to write for IvyExec since it seeks original content on the topics of career development, leadership, and business strategy as it applies to senior-level and C-Suite professionals.  IvyExec blog posts and webinars are shared with its community of more than 2 million members on its website, in its newsletter, and on its social media channels.  https://www.ivyexec.com/career-advice/write-for-us/

It is my hope that this article will be of benefit to CEOs, C-level and senior executives who are contemplating a new job offer or employment contract and want to assure the key need financial terms and career protections are in place.  This article suggests to you what is negotiable and that it may be wise to seek these items even when you feel confident the job is a good fit for you.  Because sometimes, your champion may leave or other things might happen – so that, at that point, it might be comforting to you to know you have in writing critical contractual protections.

So, my hope is that this article will offer insights on these important matters. Feel free to tweet or share this article. If you or any colleague of yours has a need in this area, please do reach out to me.

Using Career Advancement Covenants to Safeguard Non-Financial Executive Pay

Last month, on May 26, 2021, CEOWorld magazine published an article I wrote on “Using Career Advancement Covenants to Safeguard Non-Financial Executive Pay”.

This new article is designed for CEOs, C-level and senior executives, who, on occasion, may accept less in salary, bonus and equity in favor of non-financial compensation that is sometimes more important. Some of the examples of such non-financial compensation listed in the my article are:

• Assignments in a new field where you have little prior experience,
• Face time with valued contacts,
• Exposure for your work, showcasing your skills in your industry,
• Basing your work in a desired location,
• Access to technology or markets, back license of technology.

The article then highlights two examples of C-level and senior executive clients of mine, who in recent representations chose non-financial compensation to advance their careers, building their resumes for future rewards, the first becoming CFO and Chief Accounting Officer for a company to go public, the other for my client to become a first time CEO.

Finally, my article discusses how, in each case, special covenants and agreement terms were included and are mentioned in my article to assure my clients that either they got the experience or resume value they were seeking or could resign for good reason and trigger severance.

To see my full CEOWorld magazine. article, go to LINK: https://ceoworld.biz/2021/05/26/using-career-advancement-covenants-to-safeguard-non-financial-executive-pay/

Or on my website at https://www.executiveemploymentattorney.com/using-career-advancement-covenants-to-safeguard-non-financial-executive-pay/

This was my 34th article published in CEOWORLD since 2016. Previously, the editor advised that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.

On its own initiative, CEOWOLRD magazine created on their website a library of Robert Adelson published articles. You can peruse this library and/or read as many of my 34 published articles as you wish. See https://ceoworld.biz/author/robert-adelson/

It is my hope that this article will be of benefit to CEOs, C-level and senior executives who at some point in their career might be considering an opportunity to advance their career that might involve financial sacrifice or other risks and may want to consider review of their executive employment contract to give the best assurance of gaining those career for which a price will be paid. So, my hope is that this article will offer insights on these important matters. Feel free to tweet or share this article. If you or any colleague of yours has a need in this area, please do reach out to me at rob@attorneyadelson.com.

Don't Let Disparagement or Defamation Blackball Your Executive Career Prospects

 Last Tuesday, on April 27, 2021, CEOWorld magazine published an article I wrote on “Don’t Let Disparagement or Defamation Blackball Your Executive Career Prospects”.

This new article is designed for CEOs, C-level and senior executives, who may face, on occasion, issues of disparagement and even defamation, in connection with employment termination. For those executives who do face this prospect at the time of employment termination, disparagement or defamation can have effects on your career and prospects, both short and long term, that can be even more far reaching than how much severance will be paid.

The article first discusses three such situations that faced C-level and senior executive clients of mine in recent representations and our successful resolution of each, as follows:

• Company’s plan to fire the executive for cause, where, on short notice, we effected a complete reversal of that situation from a negative to a positive for the C-level executive’s reputation, plus significant severance and deterrence of any future recurrence of attempted defamation;
• Company’s public announcements that made the innocent C-level executive toxic and essentially unemployable in his industry, where the public company was made to rectify the situation, including signing a document that I prepared, a corrective document to the company’s 8K filing, that the company’s securities law counsel then filed with the SEC; and
• Changes initiated to a draconian no-rehire provision in the executive’s separation agreement that met the company’s needs but removed the cloud over this senior executive with recruiters and for future employment..

The article then moves on to and concludes with a discussion of other provisions of the separation agreement and my recommendations on the handling of termination and terms for a mutual non-disparagement clause to protect not just the company (as the company’s first draft separation agreement almost always does) but the executive as well (through language we seek to add).

To see my full CEOWorld magazine. article, go to LINK: https://ceoworld.biz/2021/04/27/dont-let-disparagement-or-defamation-blackball-your-executive-career-prospects/

Or on my website at https://www.executiveemploymentattorney.com/dont-let-disparagement-or-defamation-blackball-your-executive-career-prospects/

This was my 33rd article published in CEOWORLD since 2016. Previously, the editor advised that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.

On its own initiative, CEOWORLD magazine created on their website a library of Robert Adelson published articles. You can peruse this library and/or read as many of my 33 published articles as you wish. See https://ceoworld.biz/author/robert-adelson/ 

It is my hope that this article will be of benefit to CEOs, C-level and senior executives who at some point in their career might face disparagement or defamation, which if not properly dealt with could seriously derail an otherwise successful and rising career. So, my hope is that this article will offer insights on these important matters. Feel free to share this article. If you or any colleague of yours has a need for a separation agreement attorney, please do reach out to me at rob@attorneyadelson.com.

Don’t Let Misalignment in Executive Compensation Create Your Own “Black Sox Scandal”

 Last Wednesday, on March 31, 2021, the day before Major League Baseball’s Opening Day for the 2021 baseball season, CEOWorld magazine published an article I wrote on “Don’t Let Misalignment in Executive Compensation Create Your Own “Black Sox Scandal”.

This new article is designed for CEOs, C-level and senior executives, who may face misalignment in the structuring of their executive compensation, incentive and performance-based compensation.

The article first discusses misalignment as commonly mentioned that can harm the interests of investors, owners and shareholders, where executive compensation incentives revenues and earnings per share that can encourage acquisitions that can benefit CEOs but not add long term value and might actually harm the interests of the investors.

My article then moves to discuss the less often recognized issue of misalignment that can harm CEOs, C-level and senior executives. Major misalignment of executive compensation is discussed in the three circumstances, as follows:

• Added performance targets are set even after liquidity occurs as approved by the investors,
• A major portion of equity is tied to remaining in the position until liquidity occurs, and
• Tying an entire bonus to the achievement of a single fixed objective, where the owners have significant discretion to limit or even eliminate the executive’s ability to achieve that sole objective.

I timed publication of this article to coincide with Major League Baseball’s Opening Day, because the 3rd and last example of misalignment harmful to executives, and certainly one of the most flagrant, was the root cause of the biggest scandal in American sports history, when Chicago White Sox players accepted bribes from gamblers to intentionally lose the 1919 World Series. This “Black Sox Scandal” offers a vivid demonstration how such executive compensation misalignment can harm both executives and players in this case and also the company, owner and other stakeholders (in this case the fans) as well.

My article then ends with recommendations for executives to adopt in their executive compensation negotiations to avoid harm from such destructive misalignment,
To see my full CEOWorld magazine. article, go to LINK: https://ceoworld.biz/2021/03/31/dont-let-misalignment-in-executive-compensation-create-your-own-black-sox-scandal/

Or on my website at https://www.executiveemploymentattorney.com/dont-let-misalignment-in-executive-compensation-create-your-own-black-sox-scandal/

This was my 32nd article published in CEOWORLD over the last five years. Previously, the editor advised that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.
See: https://ceoworld.biz/author/robert-adelson/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.
CEOWORLD magazine | LinkedIn

It is my hope that this article will be of benefit to CEOs, C-level and senior executives who are engaged or will soon engage in negotiations over the terms of their executive compensation, incentive compensation and performance compensation. It is my hope that this article may be helpful to you to avoid executive compensation misalignment potentially harmful to the executive. Feel free to share this article. If you or any colleague of yours has a need in this area, please do reach out to me at rob@attorneyadelson.com.

Impact Entrepreneurship and Your Triple Bottom Line

On Tuesday, May 17, 2016, I moderated a panel on this subject for the Boston Entrepreneurs’ Network (ENET) on this subject at the group’s Cambridge location:  then Microsoft Technology Center, Kendall Square. 

The article I prepared for the meeting, published in the Reflector, and posted on the ENET website, was as follows:

Money and profits, income, and shareholder return, drive many, and perhaps most U.S. companies.  As the fictional Gordon Gekko long ago said in the film “Wall Street” – “Greed is good…it’s all about bucks”  Yet, that is not so for all U.S. companies.  Some companies seek an integration of both financial and other returns into the management of enterprises.  This perspective can enhance financial returns while providing more benefit for non-owner stakeholders.  For many of these companies and entrepreneurs, there is a “triple bottom line”, that of the three P’s:

People: Social change & justice, employee well-being, governance, ownership, community involvement, philanthropy, legacy, and service;

Planet: Building performance standards, resilience, company carbon footprints, and environmental restoration;

Profits: Financial success and stability, growth, capitalization, sales and marketing, investment.

ENET’s meeting on May 17 will have three speakers who have each worked in the field of social impact entrepreneurship, who will share their experiences.  One speaker is a noted serial entrepreneur whose companies are known for their social awareness; a second speaker heads the program at Babson College focused on social entrepreneurship; our third speaker is VP of Innovation and Social Impact at her company. Her company was one of the first certified New Hampshire “B” corporations, whose mission is the triple bottom line. Our moderator is ENET’s chairman who recently received the award from IEEE-USA for contributions to the IEEE entrepreneurial community.  This is a night for entrepreneurs interested in giving back to the community as part of our business model – hope you can join us.

I was a speaker as well as organizer and moderation.   I concluded the proceedings speaking about “Benefit Corporations in Massachusetts  and  Certified B Corps Worldwide”

My overview of Benefit Corporations in Massachusetts included the following topics:

• How benefit corporations are different than Mass. non-profit corporation
• How benefit corporations are different than Mass. for-profit corporation
• LLCs, partnerships as non-statutory “certified B corps”
• Statutory benefit corporations incorporation under MGL ch. 156E
• Key components of Mass. benefit corporation
• Changing to 156E corporation
• Annual Reporting
• Enforcement

My overview of Certified B Corps as part of the worldwide private certification included the following topics:

• B Lab & its certification process
• Eligible businesses
• Requirements for certification
• Maintaining certification
• Worldwide movement

To see my slides, from this event go to

https://boston-enet.org/resources/Documents/Presentations/2016/May_17_2016/ENET%205-17-16%20Robert%20Adelson.pdf

or

Benefit Corporations in Massachusetts and Certified B Corps Worldwide by Robert Adelson

Prior to my closing presentation on legal matters, I had recruited three excellent speakers, all with deep business experience with benefit corporations.

Guest Speakers Panel:

(including partial biographies of three guest speakers as compiled in May 2016)

Mark Donohue is a lifetime entrepreneur. Since the late 1980’s, he has been a pioneer in “triple-bottom-line” business, Cleantech and “impact” investing, within both the venture capital and PE worlds. He has held CEO roles in numerous enterprises endeavoring to “Do Well, while Doing Good.”  In Sept of 2013, he was appointed Chairman & CEO of Sheffield Pharmaceuticals (www.sheffieldpharma.com). The company specializes in health & beauty care products since 1850. Sheffield manufactures for Walmart/CVS/Walgreens, does contract packaging for entrepreneurs, owns the “Dr. Sheffield” brands, and has company-owned brands, such as Bioroot All-Natural Hair Growth and Tanner’s Tasty Paste. It products are in 70,000 US stores and the company employs over 200. Mark also serves as Co-Chairman of Faria Beede Instruments, which is the leading provider of gauges/controls in the C&I and marine sectors, plus is a leading IoT and telematics player. Faria employs 200. He is also Managing Partner of Catalyst Insight Partners, where Mark partners with entrepreneurs to accelerate growth, improve profitability and optimize financial exits.  Previously, in 2001, he was the Founder of Expansion Capital, a leading Silicon Valley pioneer in Cleantech investing, which manages $100,000,000+. He has been Chair Emeritus since April of 2008. In January of 2011, Mark was honored as one of the “Top 100 Thought Leaders in Trustworthy Business Behavior” by Trust Across America. Mark earned his BS, with honors, from Babson in 1988. He served on the Board of Overseers from 2002-2011. In September, 2010, he was honored by Babson with a “distinguished lifetime service to the college” award.  ( https://www.linkedin.com/in/marktdonohue)

Cheryl Kiser, Executive Director of The Lewis Institute for Social Innovation and The Babson Social Innovation Lab, Cheryl is responsible for promoting Babson’s work in integrating social innovation and social entrepreneurship into its curriculum and co-curricular activities.  Before coming to Babson, Cheryl was the Managing Director of the Boston College Center for Corporate Citizenship. She is one of the leading voices in the U.S. on the role of business in society, and has won awards for her public affairs campaigns.  For over a decade she managed the content and delivery of the largest annual conference in the world on corporate citizenship, the International Corporate Citizenship Conference which drew representatives from over one third of the Fortune 500 and from 24 countries around the globe. Prior to Boston College, Cheryl was the Director of Marketing for Work Family Directions, the leading provider of work life programs. Cheryl also has a passion for healthy living. She is co-creator of Food Sol an “action tank” at Babson’s Social Innovation Lab dedicated to using entrepreneurship to redesign the food system.  ( www.babson.edu/Academics/centers/the-lewis-institute )

Rebecca Hamilton, Co-Owner/VP of Research and Development, WS Badger Company. Staff profiles also list her as “VP of Innovation and Social Impact”.  In her role, Rebecca directs project-based teams of highly skilled researchers and chemists both at Badger and at external laboratories. She oversees all internal Quality Assurance, Regulatory, Research, and Product Development teams for a company that makes healing balms, lip balms, safe mineral sunscreens and other personal care products, mainly from an environmentally-friendly facility in Gilsum, New Hampshire. Family owned, the company prides itself on maintaining a healthy community-minded business with ethical and charitable social principles. Rebecca worked directly with NH State Senator Molly Kelly to help pass the NH Benefit Corp Legislation. WS Badger was one of the first certified B corporations in New Hampshire. Rebecca is author of 5 Reasons Why the Safe Cosmetics Act Makes Sense for Small Business (GreenBiz 2011).  In college at University of Massachusetts, Rebecca was Co-Chair of the Amherst Fair Trade Town committee, and recipient of both the school’s humanitarian award and 2009 Award for Outstanding Community Service and Engagement.  Rebecca has also been a Wilderness expedition leader in Vermont and professional sailor in the Caribbean.  (www.badgerbalm.com)

For those of my clients who have interest in social entrepreneurship, I hope this past ENET presentation and my slides from this event will be of benefit.  If you have any questions or needs in this field, please do let me know.