What a week it’s been! Our 21st Annual Conference has been one of the best ever. It’s hard to capture all of our amazing conference attendees in just a few photos, but for today’s blog I’ve tried to share a few of the many highlights from the conference so far.
Congratulations to Bill Dunn of PwC and Paz Dizon of Tesla Motors on their 2013 Individual Achievement Awards!
Han Ly of NetApp, Leslie Leach of EASi, and Didi Kindilien of Acorda Therapeutics pose with the adorable EASi teddy bears.
Some of our many experts from the “Ask the Experts” booth.
Stock & Option Solutions was giving away RSUs this year…with the option of checking back to see if the value had gone up. If the value went up, RSU holders could trade in their swag for more substantial prizes. Love the idea!
We took our popular Question of the Week contest live during today’s break. The answers to the questions could be found at the various exhibitor booths. We had a lot of serious contenders!
It’s hard to believe another conference is coming to an end. Next year’s conference will be held in Las Vegas from September 29 – October 2, 2014. Looking forward to it already!
We’re here in DC for the 21st Annual NASPP Conference, so for today’s blog entry, I have pictures from the Conference.
And so it begins…Liz Stoudt and Carly Campioni of Radford presented the first session of the pre-Conference program, Financial Reporting for Stock Compensation, with Raul Fajardo of Qualcomm. Here they sit with Kathleen Cleary, the NASPP’s Education Director, waiting to begin their presentation.
The exhibit hall, before and after.
While strolling around the Capitol Mall, the NASPP staff got a glimpse of the Presidential Motorcade. We know it was the motorcade because they drove right up to the back door of the White House.
The opening reception always feels like a reunion, but with cool people, not all the people you hated in high school. Here, Aftab Ibrahim of T-Mobile, Scott Sanders of Amazon.com, Derek Arisian of Wells Fargo, and Erin Dacy of Amazon.com catch up.
Radford is running pig races in their booth. Bet on a pig and you could win cookies baked personnally by Terry Adamson. I won with the pink pig. Just sayin…
See more pictures on the NASPP’s Facebook page. I hope everyone is enjoying the Conference and I look forward to seeing you all over the next few days!
I never quite know where the world of blogging will take me. This week I planned to blog on a completely different topic (that I will save for another time), when I found myself mesmerized by a recent Forbes article titled “Insider Trading Nightmare, the IBM Trade That Went Bad.” Attention captured, I just had to blog about it this week.
What More is there to Say?
I’ve spent many past blogs exploring the ins and outs of insider trading, including the recent SEC investigations surrounding the issue. So what more could there be to say on the topic? This week, the above mentioned article struck me because it centered on yet another recent SEC investigation, leading to yet another guilty plea. The interesting part? The amount of the profit was small – only $7,900, and there was no “hot” stock tip that led to the insider trading. In fact, the “tip” that started it all began with two friends venting about their jobs over brunch. It was the latter fact – that such an ordinary circumstance, one likely repeated millions of times a week around the country, touched off a sequence of events that included an international manhunt, an extradition, jail time, and a guilty plea. Whoa!
A Venting Session
The intricacies that made up this situation are many, so I will have to summarize. One day two friends met for brunch. Both friends discussed their jobs – one was a research analyst and the other was a lawyer with a firm that handled M&A transactions, amongst other things. The lawyer confided to his friend that he was overwhelmed with a project he was working on – IBM’s acquisition of SPSS, Inc., a Chicago software company. As the Forbes article says – “The partner on the job was tough and the lawyer’s lack of experience, combined with long hours at the office, had led to the open therapy session over brunch. There was no “hot tip”, or “You gotta buy these shares and get some for me;” there were just two kindred souls consoling one another about the misery of working for someone else.” I mean, how many times have employees vented about their jobs over a meal? I’m guessing that’s standard conversation amongst friends, right?
Too Tempting to Resist
A few days later, the research analyst friend realized what he had “learned” from his friend through the venting session – that IBM was acquiring SPSS. Another long story short – he took that information and bought shares of SPSS, Inc. Then, he passed along the information to friends, who shared the information with more friends. Eventually the SEC caught on to the trades (and the series of text messages back and forth between all involved documenting their fears about getting caught didn’t help). The interesting part is that the lawyer who unwittingly provided the “tip” wasn’t involved. He didn’t trade – and he may not have realized at the time that the information he shared with his friend over that brunch set off a chain of insider trading events.
Ultimately in the end, the SEC had enough information to pursue charges. The friend who first received the innocent tip and passed it along (profiting $7,900) had fled the country by then (having originally been in the U.S. on a work visa) and was eventually caught in Hong Kong and extradited back the U.S., where he recently pleaded guilty to charges related to insider trading. The lawyer who vented about his job (but did not purchase any stock) lost his job. And the consequences go on.
The Moral of the Story is…
I’m thinking, there must be a moral here. What I’ve come up with is that we’ve got to get employees to equate insider trading to more than just big stock trades. Even though the “tipper” never mentioned trading stock, or made any kind of suggestion that his friend may profit from purchasing SPSS stock (as we typically envision when we think of insider trading), he still ultimately lost his job – presumably because he (even innocently) passed along material, non-public information in the first place. And, the SEC is demonstrating that no amount is too small – they will find you, and in this case hunt you down for insider trading. Surely the cost of finding the insider trading offender and extraditing him back to the U.S. far exceeded the amount that he profited from insider trading. This sends the message that a crime is a crime, and punishment will be pursued.
This lends a prime opportunity and example for employers to use in educating employees. Sharing material, non-public information is very risky – even if you didn’t intend for it to be misused. This is a strong message about safeguarding information – even from close friends and family – because you never know what happens to the information after it leaves your mouth. At the end of the day, even if you don’t act on it, even if you didn’t intend for it to be used for profit, you can still be held responsible. If not by the SEC, perhaps by an angry employer (as was the case here). If you have a hand in employee education about insider trading, contemplate using this example in your message. If you routinely come into contact with material, non-public information, consider this a lesson learned.
We do have many resources in our Insiders portal that can further enhance your understanding or aid in preparing communications.
Next week’s blog will feature photo highlights from our 21st Annual NASPP Conference in Washington, DC. Be sure to check it out!
NASPP: Why is systems integration a particularly timely topic right now and how does your panel plan on addressing it?
Gary: In today’s world of data we all need information now. With different systems such as HR, Payroll, Stock Administration, etc. it is more imperative that these systems communicate with each other. Our session will address real life experiences with integrating multiple systems thereby eliminating the need for manual entry and allowing the data to be accessible exactly when needed.
NASPP: What actions should companies take when preparing to integrate systems?
Gary: System integration is not a simple task. It takes time and expertise. Talk with people and companies who have done this to learn what your focus should be and what pitfalls to avoid.
NASPP: What is the silver lining to systems integration?
Gary: Once the integration and automation is complete, you’ll now have time to focus on your core business and responsibilities. You’ll have a high comfort level know the data is up to date and accurate.
NASPP: Tell us three things people don’t know about you.
I am a new Grandfather.
I am a Police Commissioner in my town.
My college degree is in electrical engineering–nothing to do with this industry.
NASPP: Why are ESPPs a particularly timely topic right now?
Landy: ESPP is in style again. Companies are launching new plans, changinge plan features or adding new countries. Come see what others are doing and hear some of the common challenges and best practices.
NASPP: What is the biggest challenge companies face when going global with their ESPP?
Landy: Tery Williams from HP, one of the issuers on my panel, said one of their toughest challenges is to balance the cost of compliance with the ability to offer this benefit to employees around the world.
NASPP: What is the worst horror story you can tell about administering a global ESPP?
Landy: From a provider perspective, we have seen many horror stories; some caused by the companies and some by system/process errors. One that happens more often than we like is using the wrong exchange rate for local currency conversion for payroll deduction and purchases. But come to our session and hear from our panelists on their horror stories.
NASPP: Tell us three things people don’t know about you.
I hate water chestnuts.
I made up my name when I was five.
I am listed as one of the inventors for a US patent.
The 21st Annual NASPP Conference is just two weeks away and I have Conference-brain. In light of that and the fact that this is my last entry before the Conference, I thought we’d have a little fun today.
If you’ve been paying attention, you know that we’ve been publishing interviews with our Conference speakers for the past few months. Each interview includes a question in which the speaker shares something personal. Today I’ve created a short quiz based on the interviews. I’ll raffle a jar of my coveted, limited edition homemade jam or apple butter (from fruit grown in my very own backyard) to those of you that score the highest. Don’t wait–you must complete the quiz by 11:00 PM tonight to be eligible for the raffle.
I’ll post the answers with the NASPP To Do List tomorrow morning.
The Fine Print: Only one entry per person. If you figure out a way to complete the survey more than once, only your first entry counts for the raffle. Sorry, but you have to have a US mailing address to win; I don’t have any way to ship jam overseas. Quiz must be completed by 11:00 PM Pacific September 10, 2013 to be eligible for the raffle.
Things to Do in DC While we’re on the topic of fun + the NASPP Conference, Broc Romanek, who lives in the DC area has filmed a video of things to do while you are the Conference (besides attending all the great sessions, of course). Check it out. Did you know that there’s basketball court above the Supreme Court?
Many of us can identify with the era we grew up in by listening to music. There are songs that can still transport me back to my high school days. Just like I associate music with an era of my life, so do I associate stock options with a period of time as well. I “grew up” in equity compensation during the 1990s when the dominant form of stock compensation was stock options. I took my CEP exams when many of the questions centered on the treatment of stock options. I feel like the early memories of my career are heavily intertwined with stock options. Yes, I know their use is presently on the decline. Yes, I know full value awards and pay-for-performance have taken over. But knowing all of that still didn’t fully prepare me for an article in the Wall Street Journal last week titled “Last Gasp for Stock Options?” I felt my heart rate rise. Could the end of the road for stock options really be near?
The End or Just a Trend?
The WSJ article highlights a trend we’ve long been observing: that the use of restricted stock and performance based awards have overtaken the use of stock options. It’s not really a surprise, given Dodd-Frank and the migration to a pay-for-performance culture. Still, it’s hard to imagine that stock options could really be at risk of being wiped out, as explored in the article. After all, stock options still seem to have some traction, particularly in the lower ranks of the organizations where pay-for-performance philosophies aren’t rampant. Stock options are also still fairly popular in private companies where cash may be short, and desire for flexibility high. With stock options, employees can time the triggers for taxation (subject to vesting, of course) to a time that is desirable for them. So while I wholeheartedly agree that the overall use of stock options has decreased, I still think there is a still a long term place for stock options in our equity compensation mix. It seems that many companies still tend to agree – even if they aren’t granting many stock options right now. In the NASPP/Deloitte 2010 Domestic Stock Plan Design Survey, 97% of companies with an omnibus plan reported that stock options were available for issuance under the plan. Of course, one could argue that the allowance for stock options under a plan is much different than actually issuing stock options out of the plan. That is true, but the fact that companies have continued to permit stock options as an equity vehicle suggests to me that they haven’t written them off completely. The WSJ article also highlighted that some executives are still insisting to be compensated with stock options, like Pandora Media Inc’s new CFO Mike Herring – who asked for all of his incentive compensation to be in the form of stock options.
It’s Not Over…
Although it appears likely that the use of stock options may continue its downward trend in the immediate future, I don’t think extinction is near. There are still those who believe in the power of stock options as a compensation and motivation tool. The downward spiral could be reversed – perhaps more executives will follow in Mr. Herring’s footsteps and demand stock options as part of their compensation. We’ll be continuing to monitor this trend. We have some articles in our Surveys and Studies portal that dig further into the analysis as well. For now, I’d love to hear your thoughts on whether you think stock options are done, or have more life ahead. Take a moment to take our poll (a one question survey). I promise to share the results in a future blog.
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