Prosperity at Work

SEC’s pay vs performance rule was first proposed back in 2015 – and after struggling for a number of years to make any progress, it was finally reopened in January 2022 and officially adopted in August 2022 in a 3-2 vote.

In broad terms, the ruling requires companies to disclose executive compensation payments and actual company financial performance.

However, it’s a lot more complex than it sounds and it’s expected that many issuers will have to spend a significant amount of time on their filings.

In our latest episode, we aim to dig deep into Pay versus Performance so our listeners can have a clear understanding of what is expected of them when they are preparing their proxy statements. 

What we cover 

• 03:30 – Profitability and implementation timelines
• 05:31 – The new Pay vs Performance table
• 07:28 – Compensation actually paid vs summary compensation numbers
• 12:09 – Fair value vs. Intrinsic value.
• 15:46 – What’s next for the new reporting rules?
• 18:02 – A better understanding of the time frame.
• 20:01 – How the new pay vs performance rules impact executive pay

About our guest

Terry Adamson is a Partner with Infinite Equity and a Fellow of Global Equity (FGE).

Terry began his love affair with stock-based compensation over 20 years ago applying actuarial disciplines to minimize the accounting cost of employee equity under ASC718, while also maximizing the perceived value to participants. Terry became one of the premiere experts on Performance Share programs and gained the nickname “Mr. Relative TSR”. Terry continues to focus on performance equity, and the mission to tighten the alignment between pay and performance.

Terry is very active in the equity community and has formerly served on the FASB Round Table on Employee Share Options and on the Executive Advisory Committee of the NASPP. Terry currently serves as the Chairperson of the Advisory Board of the Certified Equity Professional Institute (CEP) and the Society of Actuaries taskforce on stock option valuation.

Contact and more information

• Terry Adamson LinkedIn
• Infinite Equity

Information provided in this podcast is intended for informational and educational purposes only. Guests on the Own Up podcast may not be affiliated with JP Morgan Chase & Co. The podcast contains the views of a JP Morgan employee, which may differ from the views of JP Morgan Chase & Co., its affiliates and employees. The views and strategies described may not be appropriate for everyone.  Certain information was obtained from sources we believe are reliable, but we cannot verify the accuracy of the content and we accept no responsibility for any direct or consequential losses arising from its use. You should carefully consider your needs and objectives before making any decisions. For specific guidance on how this information should be applied to your situation, you should consult a qualified professional.

This podcast contains general information only and J.P. Morgan Workplace Solutions is not, through this article, issuing any advice, be it legal, financial, tax-related, business-related, professional or other. This podcast is not a substitute for professional advice and should not be used as such. J.P. Morgan Workplace Solutions does not assume any liability for reliance on the information provided herein. 

Between record levels of inflation and on-going market volatility, it can be hard to predict what will happen in the coming months. So as companies all over the world gear up to face the looming recession, we’re focusing on what you need to know to get your compensation strategy ready. 

Joining us to share insights on what’s to come is Principal of Semler Brossy, Michael Gorski. 

Michael is an expert in performance measurement and goal-setting, equity and incentive plan design, equity plan authorizations, and benchmarking of pay levels and practices.

 TOPICS WE DISCUSSED INCLUDE

• How you can prepare for an economic recession
• New factors are affecting compensation
• Latest ESG observations
• Shareholder expectations on pay levels
• Challenges around attracting and retaining top-level talent

 ABOUT OUR GUEST

Michael Gorski is a prinicipal with Semler Brossy Consulting Group in Los Angeles.
 
 His 15 years in the executive compensation industry has seen him work extensively across all industries, with both public and private compensation structures, including pre-IPO transitions. 

Prior to joining Semler Brossy in 2012, Michael was Director of Professional Services at Equilar Inc., the leading provider of corporate leadership data solutions.  Michael joined Equilar in 2007 as a research analyst after graduating from the University of California at Berkeley with a B.A. in Applied Mathematics (Economics).
 

CONTACT AND RELEVANT LINKS

Michael on Linkedin
 https://www.linkedin.com/in/michael-gorski-80866a8/
 
 Semler Brossy Website
 https://semlerbrossy.com/
 
The information provided in this podcast is intended for informational and educational purposes only; it is not intended as an offer for any specific product or service. Semler Brossy  is not affiliated with JPMorgan Chase & Co. The podcast contains the views of a J.P. Morgan employee, which may differ from the views of J.P. Morgan Chase & Co., its affiliates and employees. The views and strategies described may not be appropriate for everyone.  Certain information was obtained from sources we believe are reliable, but we cannot verify the accuracy of the content and we accept no responsibility for any direct or consequential losses arising from its use. You should carefully consider your needs and objectives before making any decisions. For specific guidance on how this information should be applied to your situation, you should consult a qualified professional.

This podcast contains general information only and J.P. Morgan Workplace Solutions is not, through this article, issuing any advice, be it legal, financial, tax-related, business-related, professional or other. This podcast is not a substitute for professional advice and should not be used as such. J.P. Morgan Workplace Solutions does not assume any liability for reliance on the information provided herein. 

What do you do if a disaster impacts the well-being of your employees and in turn your business? 

With an uncertain world and a rocky economic future ahead of us, employee financial wellness has quickly become a top priority for organizations of all shapes and sizes around the world.  Interest in this area has skyrocketed during and post-COVID-19. In today’s podcast, we look at employee relief funds to discover if they are good for business, by offering assistance to troubled employees, who then return to work healthier and more productive.

Helping us through this is Holly Welch Stubbing, President and CEO at E4E Relief. This is an employee relief fund which has advanced relief and stakeholder impact to hundreds of thousands of individuals worldwide, providing over $300m in grants over the past three years.

 TOPICS WE DISCUSSED INCLUDE

• How E4E was born from 911 & benefits it brought during COVID-19
• Why employers use E4E as a valuable benefit for their employee base
• From hurricanes to war, examples where the scheme kicks in
• The tax efficiency aspects of the program
• The global reach of the relief fund
•  The results which show the success of the scheme in numbers
• One key advantage that sets E4E apart

ABOUT OUR GUEST

 Holly Welch Stubbing is a visionary and entrepreneurial leader advancing business impact & investments in social enterprise. She has deep experience in fundraising and product management and has built out a strong technology enterprise to support E4E Relief's growth. 

At Foundation For The Carolinas, she led growth in assets from $180M to over $3B in assets and $850M in deferred gifts in her tenure there. Together with her team, she has created proprietary, tax-efficient products for business owners to make gifts of equity or other interests in their privately owned businesses. Holly developed ESG and impact investing pools for clients of the Foundation and oversaw the Foundation's investment team and portfolio operations for the institution. She also built and led the legal, risk and government affairs functions.

Holly is a thought leader in ESG, philanthropy and corporate social responsibility and speaks on the topics of ESG investment portfolios and strategies, CSR strategies, philanthropy and social enterprise and tax-exempt legal matters. She is a nationally-recognized leader in nonprofit tax matters and has served on key trade organization boards plus public policy committees representing nonprofits and philanthropy on the Hill.
 

CONTACT AND RELEVANT LINKS

• Holly on Linkedin: https://www.linkedin.com/in/hwelch/
• E4E Website: https://employeerelieffund.org/

This podcast contains general information only and J.P. Morgan Workplace Solutions is not, through this article, issuing any advice, be it legal, financial, tax-related, business-related, professional or other. This podcast is not a substitute for professional advice and should not be used as such. J.P. Morgan Workplace Solutions does not assume any liability for reliance on the information provided herein. 

Attracting and retaining employees is key to any business, which is why an Employee Stock Purchase Plan (ESPP) works so well. With their own stake in the company, people deliver better performance and for longer. But how can you make ESPP a simple, tax-effective and cashless process?

Cally Bruce is an expert in the area with a gift for explaining ESPP in a way we can all understand. She works with Carver Edison, the award-winning NYC-based fintech company, who are committed to propelling the next generation of financial wellness.

 TOPICS WE DISCUSSED INCLUDE

• Three benefits of financially inclusive plans
•  How to incentivize more employees without cost-prohibitive payroll deductions
•  Why it works for the company (and the employees)
•  Can employees make thousands of dollars virtually risk-free
•  How to make your ESPP ‘cashless’
•  Does this work for start-ups or large-caps? Is it for private or public companies?
•  How long does it take to see the success of the plan

 
 ABOUT OUR GUEST

Cally Bruce has worked with Fortune 500 companies throughout the world to help them provide industry-leading financial wellness solutions for their employees.  She has helped FinTechs in the EU and US with their GTM strategies including American Express, JP Morgan Chase, Disney, Barclays, and more. 
 
 Today she is Chief Revenue Officer with Carver Edison whose patented ‘Cashless Participation’ technology helps employees to invest in the success of the companies they work for.
 
 CONTACT AND RELEVANT LINKS

Cally (Calista) Bruce on Linkedin: 
 https://www.linkedin.com/in/calista-bruce-61029616/

Carver Edison:
https://carveredison.com

 Webinar Video:
 https://www.globalshares.com/academy/webinar-cashless-espp-carver-edison/

This podcast contains general information only and J.P. Morgan Workplace Solutions is not, through this article, issuing any advice, be it legal, financial, tax-related, business-related, professional or other. This podcast is not a substitute for professional advice and should not be used as such. J.P. Morgan Workplace Solutions does not assume any liability for reliance on the information provided herein. 

In this episode, we dive into the world of corporate governance and share ownership guidelines. It’s a noble and effective tool in the corporate governance arsenal but many aspects of maintaining these programs can be painful. 

Geoff Hammel has faced all the problems and has the solutions on how to get it right, first time, and without the headaches. He shares the pain points observed during his own in-house experience and the solutions he has developed to cure reliance on inefficient manual processes & sub-optimal participant engagement.

 TOPICS WE DISCUSSED INCLUDE

• How Geoff found out how challenging share ownership guidelines can be
• What are the common problems people encounter
• How to get away from spreadsheets and easily automate calculations
• Why taking friction out of your system can hold executives more accountable
• What is Equity Abacus
• Is this a US only concept or is it global
• Why share ownership guidelines are so important in a volatile market
• What is the cost of getting it wrong
•  Which are the common mistakes companies make with share ownership
• The No.1 question asked by executives about stock options

 ABOUT OUR GUEST

A former Big 4 Consultant and Fortune 500 HR Leader, Geoff Hammel has spent his career at the intersection where executive compensation design meets operational reality. He is the CEO of Equity Abacus, a software company on a mission to simplify the burdens of corporate governance and especially share ownership guideline administration. 

CONTACT AND RELEVANT LINKS

Geoff Hammel on Linkedin: 
 https://www.linkedin.com/in/geoff-hammel-70983a9/

This podcast contains general information only and J.P. Morgan Workplace Solutions is not, through this article, issuing any advice, be it legal, financial, tax-related, business-related, professional or other. This podcast is not a substitute for professional advice and should not be used as such. J.P. Morgan Workplace Solutions does not assume any liability for reliance on the information provided herein. 

As we approach the halfway mark of another busy year, we’re taking stock of everything that has happened in the world so far – some of it was expected, and some was definitely not.

Joining us to look at the current state of affairs in different regions around the world is partner at White and Case, Henrik Patel.

Henrik is Global Head of White & Case's Employment, Compensation and Benefits practice and he has vast experience advising clients on the full spectrum of executive compensation and employee benefits issues.

Henrik has worked with private and public companies from all over the world to solve challenging compensation and benefits issues, including corporate governance matters and best practices, executive compensation plan design, efficient tax structuring, employment contracts and equity incentive compensation arrangements.

Topics discussed:

• US - Utah privacy laws
• China - Changes in recent trends and the complexity surrounding equity awards there
• UK - Private equity style deals being exported from the US
• Inflation - How will inflation impact things internationally, including your stock plan KPIs

This podcast contains general information only and J.P. Morgan Workplace Solutions is not, through this article, issuing any advice, be it legal, financial, tax-related, business-related, professional or other. This podcast is not a substitute for professional advice and should not be used as such. J.P. Morgan Workplace Solutions does not assume any liability for reliance on the information provided herein. 

Last year was a record year for IPOs. According to data from Nasdaq, there was over 1,000 new listings in 2021 alone, and an 85% increase in capital raised last year compared to 2020. Although 50% of this capital was fueled by SPACs, it was still a standout year, beating records last seen during the dot-com bubble.

These are topics that no doubt need to be tackled by experts, so to help us simplify this complex subject are  Ben Cohen and Brittany Ruiz, who are both partners at Latham and Watkins.

Ben is a nationally recognized corporate lawyer who handles a broad array of high-profile and innovative capital markets, as well as other financial transactions including IPOs, direct listings and SPACs.

Brittany represents issuers and underwriters in complex, high-profile equity and debt offerings, and she handles transactions on behalf of globally recognized brands, major investment banks, and private equity firms. She also has vast experience helping companies to go public. 

TOPICS WE DISCUSSED INCLUDE

●       Major types of routes to going public and/or providing liquidity to employees

●       Review of the growing call for early liquidity 

●       The Pros and Cons of Direct Listing 

●       What the ramp-up to direct listing entails

●       Early lockup releases

●       And some key lessons 

CONTACT AND RELEVANT LINKS

Ben Cohen: https://www.linkedin.com/in/benjamin-j-cohen/
Brittany Ruiz: https://www.linkedin.com/in/brittany-ruiz-3929858/
Blog post: https://www.globalshares.com/academy/ipo-vs-direct-listing-what-you-need-to-know/ 

This podcast contains general information only and J.P. Morgan Workplace Solutions is not, through this article, issuing any advice, be it legal, financial, tax-related, business-related, professional or other. This podcast is not a substitute for professional advice and should not be used as such. J.P. Morgan Workplace Solutions does not assume any liability for reliance on the information provided herein. 

As the world gets used to remote working, many organizations are not prepared.  Issues from responsibility for home offices to data security are still being ironed out.  An even greyer area is issues arising around where remote workers are taxed or how equity grants should be most effectively handled.  

These are tricky situations and complicated questions, particularly around tax and regulation. To help us explore this relatively new and evolving topic is tax and equity expert Marlene Zobayan. 

Described as ”a walking encyclopedia for all local and international tax-related topics”,  Marlene is a Partner at Rutlen Associates Consulting Firm. She has worked with Deloitte and PwC and is on the CEPI advisory board. 

She is recognized as a highly respected professional in the equity compensation world and was awarded an Individual Achievement Award from the National Association for Stock Plan Professionals in 2009.

TOPICS WE DISCUSSED INCLUDE

• New statistics showing long term effects of the pandemic on remote working
• What you should consider in future remote work policies
• What you need before you even being forming a policy
• How fast you should roll out a work policy and who do you start with
• How prepared are the tax authorities right now
• The effect on employees, or even whole organizations, who move from high-tax to low-tax states or countries
• The one thing you must do now if you haven’t already

CONTACT AND RELEVANT LINKS

Marlene Zobayan on Linkedin: https://www.linkedin.com/in/marlenezobayan/
Realtor Survey Discussed: https://www.bankrate.com/real-estate/moving-data-shows-exit-from-cities/
Blog Post: https://www.globalshares.com/academy/challenges-of-remote-working-key-takeaways/

This podcast contains general information only and J.P. Morgan Workplace Solutions is not, through this article, issuing any advice, be it legal, financial, tax-related, business-related, professional or other. This podcast is not a substitute for professional advice and should not be used as such. J.P. Morgan Workplace Solutions does not assume any liability for reliance on the information provided herein. 

Employees who are paid less for the same job don't get to finish the day earlier. So, what can we do about it?

As we continue the conversation we started in episode 3, we are joined by Carver Edison's Chief Revenue Officer, Cally Bruce, who believes the answer lies with compensation education and transparency across all aspects of the recruitment and onboarding process.

Cally works directly with issuers and plan administrators to spur the modernization of Employee Stock Purchase Plans through Carver Edison’s proprietary technology, Cashless Participation®. She also oversees Carver Edison's marketing initiatives and participant support.

RELEVANT LINKS
https://www.globalshares.com/academy/making-equity-compensation-more-equitable/ 

This podcast contains general information only and J.P. Morgan Workplace Solutions is not, through this article, issuing any advice, be it legal, financial, tax-related, business-related, professional or other. This podcast is not a substitute for professional advice and should not be used as such. J.P. Morgan Workplace Solutions does not assume any liability for reliance on the information provided herein. 

According to the Bureau for Labor Statistics, women earn only 82% of what men earn. 

And it doesn’t stop there. In terms of equity, women on average receive 15% - 30% less equity-based awards than men. 

It’s a problem that needs to be urgently addressed, but how can individual companies begin to tackle this issue?

 Associate Partner and the East Coast Practice Leader with Aon Equity Services, Amanda Benincasa Arena joined Chris Dohrmann and John Bagdonas to discuss what needs to be done, namely addressing systemic cultural issues within organizations.

RELEVANT LINKS
https://www.globalshares.com/academy/making-equity-compensation-more-equitable/ 

This podcast contains general information only and J.P. Morgan Workplace Solutions is not, through this article, issuing any advice, be it legal, financial, tax-related, business-related, professional or other. This podcast is not a substitute for professional advice and should not be used as such. J.P. Morgan Workplace Solutions does not assume any liability for reliance on the information provided herein.