The NASPP Blog

Monthly Archives: September 2011

September 29, 2011

If I’d Only Known That!

I’m a big fan of learning from my own mistakes, but if given the opportunity, I’m an even bigger fan of learning from the mistakes of others. And frankly, when it comes to our jobs, it can cost everyone involved a lot less to learn from the mistakes others have made than repeating the mistakes ourselves. Thanks to the National Center for Employee Ownership, this is now possible!

Earlier this year, the NCEO asked some of the industry’s leading equity compensation lawyers, plan administrators (including yours truly), tax and accounting consultants and software vendors to share some of the mistakes they’ve made in equity compensation and what they did about them. The stories that came in were riveting and provided enough content for an entire book!

The book was recently published and is appropriately titled, “If I’d Only Known That.” It is information packed with a focus on better understanding the complex relationships between accounting, tax, securities law, plan design, administration, and humanity, using stories of how bad things happen to good people in equity compensation, and is written by industry professionals for people who work in the industry. It is arranged into three categories–communication and education; plan design and modifications; and administration, policy and process. So, for instance, you could expect to find stories about ESPP contribution carryover and fair market value nightmares (see below for a summary of a related story I contributed to the book) in the “administration, policy and process” chapter.

Throughout my career I have been a big proponent of validating fair market values. This obsession derives from a story I share in the book titled, “Check and Double Check.” Here is an overview of the story and the lesson learned:

Summary of Story: A mid-size semiconductor company offers a tax qualified ESPP to its employees. Immediately following the close of the stock market on the day of purchase, the plan administrator entered the company’s stock price (obtained from Yahoo! Finance) in its stock plan system, which was the resulting purchase price for the offering. The purchase was processed, and shares were distributed to participants’ accounts. Several months later, an employee contacted the company because they had identified a difference between the company-referenced purchase price and various online resources, including Yahoo! Finance. The employee’s information was accurate. As a result, the company had to reverse and reprocess the purchase, which meant that all interim activity had to be reprocessed, e.g., reversing terminations/withdrawals that occurred following the purchase and communicating the mistake to employees.

Lesson: Companies should incorporate a FMV validation into their SOX controls, e.g., obtain a sign-off from a second person that FMV’s entered into the stock plan database agree to two primary credible sources.

Fair market values touch so many areas of stock compensation. Be sure you have processes in place to ensure the fair market values you use to do your jobs are accurate.


“If I’d Only Known That” is a great resource for both service providers and plan administrators. For service providers, it’s a great marketing tool for conveying the necessity of professional assistance to clients and prospects. For plan administrators, it’s an invaluable tool to help skirt mistakes before they happen. Invest in your career–purchase a copy of this book now!

Special pricing on all book orders! The NCEO is offering special member pricing to all NASPP members who purchase a copy of the book. To get the NCEO member price ($25), add the book to your cart and then enter the appropriate code (“Known” for the print version and “KnownPDF” for the digital version) in the “Payment code” field on the shopping cart page and click the “Enter” button to the right. Codes are not case-sensitive.


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September 27, 2011

Worker Misclassification

In a flurry of acronyms, the DOL (Department of Labor) and the IRS (I’m sure you all know what this acronym stands for) signed an MOU (Memorandum of Understanding) to improve agency coordination to address worker misclassification. A number of states are also participating in the agreement.

DOL and IRS Sign MOU
The agreement provides that the DOL will share information with the IRS and the participating states to address workers classified as contractors that should really be treated as employees. Worker misclassification is a target of the IRS’s current employment tax research study, which I’ve blogged about before (“IRS Auditing Stock Compensation,” June 7, 2011). This MOU will give the IRS additional information to use in its audits.

At the same time, the IRS also announced a voluntary worker classification settlement program, further demonstrating their focus on this issue.

Misclassifying a worker that should be an employee as a consultant can result in a host of legal issues, from benefits that the individual should have been accorded (such as the right to medical benefits and vacation time), tax withholding considerations, overtime pay, and unemployment benefits, to name just a few.

This probably seems like a topic that doesn’t impact stock plan administration that much. Worker classification is determined by HR and/or payroll; the stock plan administration group most likely just assumes their determination is correct and treats each individual’s options and awards accordingly. And, I can’t think of any reason why stock plan administration should question the classification made by HR/payroll; it’s unlikely you have sufficient information to determine an individual’s employment status.

But, while stock plan administration may not be involved in classifying workers as employees or consultants, you should be aware of the impact misclassification can have on stock compensation awarded to the individuals in question.

Tax Withholding on Options and Awards

Of course, the first issue that comes to mind is tax withholding. Individuals classified as consultants aren’t subject to tax withholding.  If these individuals should have been treated as employees, however, then taxes should have been withheld on all of their compensation, including their NQSOs and stock awards.  Failure to withhold the appropriate taxes can result in penalties to the company up to the amount of the taxes that should have been withheld, as well as interest and administrative penalties. 

In addition, the company should have made matching FICA payments on all of the individual’s compensation, also including NQSOs and stock awards.  This is even more of a mess because consultants don’t pay FICA, they pay self-employment tax, which is equal to both the individual and company portion of FICA.  The misclassified workers will have overpaid their taxes because, as employees, they would only have been responsible for the employee portion of FICA.


The company’s Section 423 ESPP is a significant concern.  By law, substantially all employees of the company have to be allowed to participate in the ESPP, but, of course, also by law, consultants aren’t permitted to participate.  Where consultants should have been treated as a employees, however, it is likely that they should have been permitted to participate in the ESPP.  Where an individual that should have been allowed to participate is excluded from the ESPP, the entire offering(s) that the individual should have been allowed to participate in can be disqualified.  A mistake here could impact not just the misclassified individual but all other employees participating in the ESPP.  When assessing your company’s risk with regards to worker misclassification, this is an important consideration. 

Thanks to McGuireWoods for the alert that gave me the idea for this blog entry.

Conference Hotel Almost Sold Out
The 19th Annual NASPP Conference is quickly approaching and the Conference hotel is nearly sold out. The Conference will be held from November 1-4 in San Francisco. The last Conference in San Francisco sold out a month in advance–and that was without the reality of Dodd-Frank and mandatory Say-on-Pay hanging over our heads. With Conference registrations going strong–on track to reach nearly 2,000 attendees–this year’s event promises to be just as exciting; register today to ensure you don’t miss out.

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

– Barbara

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September 22, 2011

Why Your Insider Trading Policy is Important

We think of SEC documents as a snore, but the complaints issued by the SEC’s enforcement division can be more interesting than you think. Today I look at a recent complaint related to insider trading that illustrates how important it is to make sure employees understand the laws in this area.

In the complaint (SEC vs. Toby G. Scammell), the SEC alleges that Toby Scammell, an employee of an investment fund, found out about Disney’s acquisition of Marvel Entertainment before the deal was announced publicly (by sneaking a look at his girlfriend’s Blackberry), purchased call options on Marvel, and then sold them at a 3,000% profit after the deal was announced.

This is a good case for me to write about because, as far as I can tell from the complaint, Disney wasn’t in any way at fault for this. Scammell didn’t work for Disney and his girlfriend, who did work for Disney as an extern, didn’t voluntarily give the information to him. So I don’t have to suggest that an NASPP member had less than perfect procedures (I’m sure all of you are perfect anyway).

There are many things that are interesting about this case and there’s definitely some entertainment value in reading the complaint (or at least the SEC’s summary of it). What I find most interesting is that Scammell isn’t some high level executive or celebrity (a la Martha Stewart) and, although he realized a 3,000% profit, his investment apparently wasn’t that much to begin with, because that only worked out to around $200,000. On the surface, the whole thing hardly seems worth the SEC’s time, but not only is the SEC pursuing the case, it has garnered a fair amount of attention from the media.

And this is exactly why you have an insider trading compliance policy and why you want to make sure all your employees, not just your executives, understand it. Even if your employees aren’t subject to black-out periods and don’t regularly have access to material, non-public information, it is important that they understand what insider trading is, that it is prohibited by law, what the penalties could be, and your company’s insider trading compliance policy. You just never know what someone is going to overhear or come across–a confidential document could be left out on a copier, for example.

Insider Trading = Bad News for Everyone

Here’s why you don’t want your employees to be prosecuted for insider trading:

  1. It’s bad news for your employees. They could pay stiff penalties to the SEC and/or face criminal prosecution (and have to pay back all the money they made on the trades, of course). They might also end up being fired for cause, since this is a common provision in insider trading compliance policies. Even if they aren’t guilty–and Scammell has been vocal about professing his innocence–their legal fees are likely to be significant (unless they opt for a public defender).
  2. It’s bad news for the company–literally. The SEC prosecuting your employees for insider trading is likely to generate a lot of unwanted media attention, as evidenced by the flurry of articles, blogs, etc. on this case (which I am now contributing to).
  3. It’s more bad news for the company. If the SEC is successful in prosecuting your employees for insider trading, then they could potentially focus their attentions on the company as well. Your insider trading compliance policy demonstrates that you actively discouraged employees from insider trading and could protect the company from an SEC enforcement action.

Your insider trading compliance policy is not just ceremonial or a formality. It is an important policy that protects both the company and its employees. A key part of your stock plan education program is to make sure employees understand this policy, even if they aren’t subject to black-out periods, and understand the types of transactions that are prohibited by law and by your policy.

For more information on insider trading compliance polices, check out this month’s Compliance-O-Meter quiz.

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

– Barbara

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September 16, 2011

Corp Taxes and CEO Compensation

A new study reporting that some CEOs make more than their companies pay in taxes has been making a splash in the media lately. Today I offer some comments on the study.

Executive Excess 2011: The Massive CEO Rewards for Tax Dodging
The study looked at the 100 highest paid CEOs in the US and found that 25 of them earned more than their companies paid in taxes. The study also found that the average pay of the 25 CEOs exceeded the average pay of CEOs at all Fortune 500 companies, but, as one criticism of the study points out: “any subset of the 100 highest-paid CEOs in the country is going to have higher average pay than S&P 500 CEOs in general,” so this isn’t exactly groundbreaking.

The study also emphasizes that most of the 25 companies received tax refunds. Maybe I’m missing something here, but I thought getting a tax refund means you paid too much in tax, the IRS earned interest on your money all year, and then gave your excess payment back without interest at the end of the year. The companies that didn’t get a tax refund were the clever ones because they earned interest on their money all year, rather than the IRS–they aren’t necessarily paying their CEOs any less.

Compensation Apples to Tax Oranges

One problem I have with this study is that CEO pay isn’t directly related to the company’s tax bill. The two amounts really have nothing to do with each other. In fact, amounts paid to the CEO are an expense to the company; expenses reduce the company’s profitability which in turn reduces the amount the company pays in taxes.

Companies that aren’t profitable don’t pay any taxes. If CEO pay shouldn’t exceed the company’s tax bill, does this mean that CEOs at companies that aren’t realizing a profit shouldn’t be paid anything? That’s really going to put a damper on the start-up market.

Don’t get me wrong, I agree with the principle that many CEOs of public companies are paid excessively–I’m just not sure that the company’s tax bill is the appropriate yardstick by which we should determine what is excessive.

Is Senator Levin Behind This?

The study includes a special side bar (on pg 7) that explains how stock options contribute to this problem by producing a tax deduction for the corporation that differs from the expense recognized for the option–something Senator Carl Levin has been trying to change for years (see my August 9 blog, “Senator Levin, Still Trying“).

The study says that “The amount of compensation the executive receives on the exercise date is often substantially more than the book expense of the options…” I take issue with this statement. I’ve never seen any data to back it up, I don’t see any data backing it up in this study, and I know that many options end up underwater or result in a spread at exercise that is less than the grant date fair value. In fact, I’d love to see an analysis comparing grant date fair value to spread at exercise for a wide range of stock options at a wide range of companies, if anyone out there wants to take the project on.

CEOs Pay Taxes Too

One reason why compensation results in a tax deduction for the company is that the individual receiving the compensation pays taxes on it. So, while the company might be getting a tax break, the CEOs are still paying tax, probably a lot of tax.

NQSO exercises are certainly subject to tax. The US corporate tax rate for large public companies is around 34% to 35% (at least according to Wikipedia–I know nothing about corporate tax rates). The highest federal marginal income tax rate in the US is 35% and I have to believe that the CEOs in the study are paying tax at this rate (plus they are paying FICA taxes and the company is paying matching FICA taxes on the income). So whether the company pays tax on the income or the CEO does, it seems like the tax revenue is about the same (maybe slightly higher when the CEO is paying the tax because of FICA).

For example, let’s say that a company earns a profit $100 million and the CEO of the company holds an NQSO with a spread of $1 million. If the CEO doesn’t exercise the option, the company pays tax on $1 billion. If the CEO does exercise the option, the company pays tax on $99 million, but the CEO pays tax on the $1 million spread–at possibly a slightly higher rate than company would have paid. Tax revenue for the US federal government is about the same either way.

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

– Barbara

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September 13, 2011

Oh No! Equity-Related Mistakes

For today’s blog entry, Matthew Johnson of Sidley Austin discusses guiding principles that can be applied when mistakes are made relating to stock compensation.  Matthew will lead the panel, “Oh No! Equity-Related Mistakes and How to Prevent and Fix Them,” at the 19th Annual NASPP Conference

Oh No! Equity-Related Mistakes and How to Prevent and Fix Them (When You Can)
By Matthew E. Johnson, Sidley Austin

We all know the feeling–your heart starts beating fast, and you feel dizzy and become short of breath. From out of nowhere, it has dawned on you that a mistake has been under your company’s equity plan. The error was something that could have been prevented, and might be blamed on you and your colleagues. To make matters worse, the error might relate to an equity award held by one of the company’s most senior executives!

Equity plans and other executive compensation arrangements are subject to increasingly complex regulatory requirements and shareholder scrutiny. We wrestle daily with securities law requirements, complicated tax rules, ISS scrutiny, accounting implications, stock exchange listing requirements and ambiguities in plans and award agreements.

In addition, we are all expected to operate consistently with the speed of email, and we depend on communication from a number of sources, which is often far from clear. It is no surprise that mistakes are made routinely in the administration of equity plans and awards.

We must remember that everyone makes mistakes and that, regardless of the consequences, we must focus on the best path of resolving the problem. Criminal and other serious sanctions are imposed on employees who commit fraud, not on those who make innocent mistakes and do their best to remedy them.

At the 19th Annual NASPP Conference in November, I will join John Kelsh (Partner, Sidley Austin LLP) and Rich Robbins (General Counsel and Corporate Secretary, Morningstar, Inc.) in discussing specific, real-life scenarios that seem to plague plan administrators with some regularity. However, there are certain guiding principles that apply generally when addressing a mistake under an equity plan or award:

  • Once you have gathered all the facts and determined the scope of the problem, talk to legal counsel (internal, then external) to develop a correction plan.
  • Be realistic about the potential consequences–your superiors would rather be disappointed now than surprised later.
  • With the help of legal counsel, determine whether the company has a reasonable position to take that in fact there was not an error–weigh the strength of the arguments, the potential exposure and the correction alternatives.
  • Be sure that communications relating to the issue are confidential–communication with counsel will be privileged, but keep in mind that other external communications may be discoverable in the event of litigation.
  • If corrective action is necessary, consider all legal and ethical alternatives, taking into account SEC disclosure, tax consequences, accounting consequences, investor reaction and corporate expense.

More importantly, invest the time now to establish policies, procedures and systems that will allow your company to avoid or reduce the likelihood of error.

We hope you will join our presentation of “Oh No! Equity-Related Mistakes and How to Prevent and Fix Them,” and look forward to seeing you in San Francisco!

Don’t Miss the 19th Annual NASPP Conference
The 19th Annual NASPP Conference will be held from November 1-4 in San Francisco. With Dodd-Frank and Say-on-Pay dramatically impacting pay practices, you cannot afford to fall behind in this rapidly changing environment; it is critical that you–and your staff–have the best possible guidance. The NASPP Conference brings together top industry luminaries to provide the latest essential–and practical–implementation guidance that you need. This is the one Conference you can’t afford to miss. Don’t wait–the hotel is filling up fast; register today to make sure you’ll be able to attend. 

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September 7, 2011

Comparing Apples to Googles – Part 2

Last week, I compared Apple and Google’s stock compensation expenses and determined that Google’s expense is significantly higher because Google’s grants have historically been for greater amounts of fair value. This week I look at the underlying question of why Google is granting more value (and, thus, presumably more compensation) to its employees.

Apple and Google: The Real Question
All other things being equal, both companies are competing for the same talent pool, in the same area of the country, and should presumably be granting about the same amount of fair value. In fact, because Google has about half as many employees as Apple, you might expect Google to be granting awards for about half as much aggregate fair value as Apple, not almost twice as much fair value, as has been the case in some years.

Mitigating Circumstances

Of course, it’s not that simple. I’m sure part of the problem is perceived value. From a fair value standpoint, the higher the stock price, the more value an option has (both companies grant a combination of options and stock).  But employee’s tend to assign a lower value to options with a higher exercise price.  So while Google’s skyrocketing stock price (averaging about 2.4 times higher than Apple’s over the four years of grants that I compared) has also caused their stock plan expense to skyrocket, that hasn’t translated into higher perceived value for employees. In fact, the reverse is true. So Google has likely had to grant a disproportionately high number of shares for its employees to assign the same value to their option grants as Apple’s employees do.  This is one of the inefficiencies of stock options. 

Another consideration may be other compensation programs that each company offers.  A response to the blog I referenced last week noted that Apple has an ESPP but Google doesn’t. (Wait–what?  Google doesn’t have an ESPP? How in the heck can that be? It’s true though, their 10-K makes no mention of an ESPP.) Because Apple has an ESPP, which, in my opinion, has a high perceived value in comparison to fair value (especially in Silicon Valley), they may be able to make smaller awards to employees.  Apple’s ESPP increases its stock plan expense, however, so this clearly isn’t the whole story. But Apple may offer other benefits–bigger cash bonuses, work-life programs, etc.– that aren’t included in their stock plan expense and that offset the smaller awards to employees.

And, although we think of these companies as being located in Silicon Valley, they are both large organizations with offices and employees in many locations.  Apple, for example, has main campuses in Austin, Singapore, and Ireland, in addition to Silicon Valley.  Having offices outside of the valley may impact Apple’s compensation structure.

The Real Reason

Finally, however, I suspect that the real reason Google is recognizing more expense for their stock plan can be found in the Beneficial Ownership of Management Table in the proxy statements of the two companies. As a group, Apple’s executives and directors control less than 1% of Apple’s outstanding common stock. Google’s executives and directors as a group control 69% of the votes on Google’s stock. In fact, the two founders together control close to 58% of the votes.

The amount of votes that Google management controls means that Google gets to do things with its stock plan that Apple’s shareholders probably won’t stand for, including offer a one-for-one option exchange and grant awards for greater value year after year. Google doesn’t care about burn rates and overhang: they aren’t worried about getting approval for their next allocation of shares to their plan (or their Say-on-Pay proposal)–they already have the votes they need. 

Paid Out?

It’s interesting to me that the blogger characterized the stock plan expense as amounts that were “paid out”: “On last week’s Google (GOOG) earnings call, CFO, Patrick Pichette revealed that Google paid out [emphasis added] $384 million in stock-based compensation in the June quarter.” He makes a similar statement regarding Apple.

I didn’t listen to the earnings calls, but I’d be surprised if the companies characterized this as a pay-out. When I first read the blog, I thought maybe he was referring to the intrinsic value realized upon exercise of options, and not stock compensation expense, but Google employees only realized $86 million in intrinsic value on their option exercises (and an undisclosed amount, but less than $4 million, on sales of options in Google’s TSO program), so this isn’t the case.

I suspect this is a common misperception in the media and I wonder if the blogger understands that the expense Google and Apple recognized has no relation whatsoever to the amounts employees are actually realizing on their stock compensation.

NASPP Conference Hotel is Filling Up
Don’t wait any longer to make your hotel reservations for the 19th Annual NASPP Conference–the Conference hotel is quickly filling up.  The Conference will be held from November 1-4 in San Francisco; register today and make your hotel reservations before it’s too late!   

NASPP “To Do” List
We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blog. 

– Barbara

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September 1, 2011

Indecent Disclosures

Are your stock plan disclosures too much, not enough, or just right? Find out with the 19th Annual NASPP Conference session “Indecent Disclosures: Polishing and Perfecting Disclosures under ASC 718.” Today’s blog entry is guest authored by Elizabeth Dodge of Stock & Option Solutions, leader of this panel at the Conference. Elizabeth discusses one vexing aspect of the disclosures that the panel will cover at the Conference.

Indecent Disclosures: Polishing and Perfecting Disclosures under ASC 718
By Elizabeth Dodge, Stock & Option Solutions

Disclosures under ASC 718 are a dreaded topic for nearly all my clients. The standard is unclear in some areas and flouts common sense in others, so what is a company to do? The answer? Do your best and try not to sweat the small stuff, unless your auditors force you to do so. In this entry, I’ll review one confusing part of the standard relating to disclosures and suggest ‘the right’ approach to take.

What Are “Shares of Nonvested Stock”?

In FAS 123(R), pre-codification, paragraph 240(b)(2) required the disclosure of:

The number and weighted-average grant date fair value…of equity instruments not specified in paragraph A240(b)(1) (for example, shares of nonvested stock), for each of the following groups of equity instruments: (a) those nonvested at the beginning of the year, (b) those nonvested at the end of the year, and those (c) granted, (d) vested, or (e) forfeited during the year. [emphasis added]

Paragraph 240(b)(1) asked for the number and weighted-average exercise price of options (or share units) outstanding. So what the standard seemed to require in the paragragh I quote above is the number and grant-date fair value for instruments other than options and share units, such as “shares of nonvested stock.” Clear as mud, so far? What is a share of nonvested stock, you ask? See footnote 11 on page 7 of the standard which reads:

Nonvested shares granted to employees usually are referred to as restricted shares, but this Statement reserves that term for fully vested and outstanding shares whose sale is contractually or governmentally prohibited for a specified period of time.

As if the standard wasn’t complicated enough, the FASB needed to define their own terms and use terms we thought we understood to refer to something else. Great idea. So a share of nonvested stock is therefore a restricted stock award (not a unit, but the kind of award on which you can file a Section 83(b) election). Here the FASB is lumping options and units (RSUs) together and separating out RSAs into a separate category. Perfectly logical, because RSUs are much more like options than RSAs, wouldn’t you agree? (And if you’re not getting the depth of my sarcasm, try re-reading the text above.)

Okay. So what do we use for weighted average exercise price for an RSU? Most RSUs that I’ve encountered don’t have an exercise price (and in fact, aren’t even exercised!). So obviously you should report zero here?

And most audit partners are unfamiliar with this issue all together. The good news is that most of them seem to ignore the actual language of the standard and, instead, require the same disclosures for RSUs and RSAs, which honestly does make a lot more sense, but isn’t what the standard calls for.

Unfortunately many systems/software providers were reading the standard carefully when they designed their disclosure reports, so often the RSU disclosures have “exercise price” but lack grant date fair value, so you’re often forced to calculate some of these numbers manually.

So now you’re thinking, but the Codification cleared all this confusion right up, didn’t it? Well, no… it did change the language just slightly. It removed “(for example, shares of nonvested stock).” It also added a link to the definition of “Share Units,” which reads: “A contract under which the holder has the right to convert each unit into a specified number of shares of the issuing entity.” Sounds like an RSU to me.

So where does all this leave us? My conclusion: Listen to your auditor, follow their guidance, which may not follow the standard to the letter, but makes more sense. Other folks are unlikely to notice the issue in the first place, but your auditors will.

Don’t miss Elizabeth’s session, “Indecent Disclosures: Polishing and Perfecting Disclosures under ASC 718,” at the 19th Annual NASPP Conference.

Don’t Miss the 19th Annual NASPP Conference
The 19th Annual NASPP Conference will be held from November 1-4 in San Francisco. With Dodd-Frank and Say-on-Pay dramatically impacting pay practices, you cannot afford to fall behind in this rapidly changing environment; it is critical that you–and your staff–have the best possible guidance. The NASPP Conference brings together top industry luminaries to provide the latest essential–and practical–implementation guidance that you need. This is the one Conference you can’t afford to miss. Don’t wait–the hotel is filling up fast; register today to make sure you’ll be able to attend. 

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