Equity Compensation and LTI
Practices:
Trend Towards Diversifying LTI Portfolio Mix Continues
May
2010
Results from the 2010 Culpepper Equity Compensation &
Long-Term Incentives Practices Survey reveal that an
increasing number of technology and life science companies are
diversifying their equity compensation and long-term incentive
programs for U.S. employees with a portfolio mix of plans.
Topics covered in this report include recent changes to LTI
plans, types of equity and LTI plans offered, eligibility by job
level, stock ownership guidelines, frequency of grant cycles,
vesting, performance measures, risk assessment, and clawback
provisions.
Key Survey Findings and Trends
-
Changes for 2010: Fifty-five percent of companies reported
making one or more significant changes to their 2010 LTI
plans. The most common changes included reducing the number
of employees eligible for LTI plans and increasing the size of
LTI grants to eligible employees.
-
Most Companies Ride Out the Storm of Underwater Stock
Options: Despite facing challenges with underwater options,
most companies have chosen to hold steady with their option
plans and not take action to address underwater options or
drop options in favor of another type of LTI plan.
-
Stock Options Continue Reign as LTI King: For most companies
(65%), stock options remain the LTI vehicle of choice.
-
Restricted Stock Plans: Restricted stock plans continue to
gain in popularity with over 50 percent of companies
offering them to employees.
-
Performance-Based LTI Plans: Nearly one-third of companies
use performance-based LTI plans. However, few companies rely
solely on performance-based LTI plans due to challenges
caused by economic uncertainties in setting performance
targets.
-
LTI Portfolio Mixes Increase: An increasing number of
companies with LTI programs are diversifying their LTIs with
a portfolio mix of different types of LTI plans.
Seventy-four percent of companies provide a combination of
two or more types of LTI plans.
-
Eligibility Rises with Job Level: The most common criteria
used to determine whether an employee is eligible for
long-term incentives is job level. In most companies,
executives and management-level employees are significantly
more likely to be eligible for long-term incentives than
non-management employees.
-
Stock Ownership Guidelines: Most companies do not require
their employees or board directors to own company stock.
However, large public companies are much more likely to have
stock ownership guidelines for executives and board
directors than small and mid-size companies.
-
Clawback Provisions: On average, about one-third of
companies reported having clawback provisions in their LTI
plans. However, over 50 percent of large companies have
clawbacks.
-
Stock Plan Evergreen Provision: Only nine percent of
companies have stock plans with an evergreen provision that
automatically gives the board of directors a renewable pool
of stock shares each year to distribute to employees.
-
ESPPs Increase: An increasing number of companies are
turning to employee stock purchase plans as an alternative
vehicle to provide broad-based employee ownership.
Recent Changes to LTI Plans
Respondents were
asked to report significant changes to equity compensation and
LTI plans over the past two years. Fifty-five percent of
companies reported making one or more significant changes to
their 2010 LTI plans. The most common changes included reducing
the number of employees eligible for LTI plans and increasing
the size of LTI grants to eligible employees (Table 1).
|
Table 1: Recent Changes to LTI
Plans |
|
|
Percent of Companies |
2008
to
2009 |
2009
to
2010 |
|
Reduced Number of LTI Eligible
Employees |
29% |
29% |
|
Increased Size of LTI
Grants |
16% |
24% |
|
Added Performance Plans/Features |
8% |
9% |
|
Increased
Number of LTI Eligible Employees |
4% |
7% |
|
Decreased Size of LTI Grants |
10% |
4% |
|
Other Changes |
7% |
10% |
|
No Significant Changes |
47% |
45% |
|
* Participants could select more than one response. |
Types of Equity Compensation & LTI Plans Offered
Stock options
continue their reign as king of long-term incentives and remain
the LTI vehicle of choice for 65 percent of companies (Table
2).
Restricted stock
plans continue to gain popularity with 52 percent of companies
offering them to employees. Nearly one-third
of companies use performance-based LTI plans.
However, few
companies (6%) rely solely on performance-based LTI plans due to
challenges caused by economic uncertainties in setting
performance targets.
An increasing number of
companies are turning to employee stock purchase plans as an
alternative equity vehicle to provide broad-based employee
ownership.
|
Table 2:
Types of Equity Compensation Plans Offered |
|
Type of Plan |
Percent of
Companies
Offering |
|
Stock Option Plans |
65% |
|
Non-Qualified Stock
Options (NQSOs) |
56% |
|
Incentive Stock
Options (ISOs) |
28% |
|
Restricted Stock Plans |
52% |
|
Restricted Stock
Units (RSUs) |
38% |
|
Restricted Stock
Shares (RSSs) |
28% |
|
Performance-Based LTI
Plans |
31% |
|
Performance-Based
Cash or Cash Unit Awards |
21% |
|
Performance-Based
Share Awards |
21% |
|
Employee Stock Purchase
Plans (ESPPs) |
26% |
|
Qualified ESPP
(Section 423) |
19% |
|
Non-Qualified ESPP |
7% |
|
Other LTI and Equity
Plans |
|
|
Stock Appreciation
Right (SAR) Plans |
9% |
|
Phantom Stock Plans
|
10% |
|
Unrestricted Stock
Plans |
4% |
Mix of Equity Compensation & LTI Plans
Instead of using a “one-size-fits-all” approach, nearly
three-quarters of companies (74%) diversify their
long-term incentive programs with a mix of different
types of plans (Table 3). Restricted stock and
performance-based LTI plans have both gained popularity
in recent years; however, only eight percent of
companies offer either of these types of plans as their
only LTI option.
|
Table 3:
LTI Plan Mix |
|
Types of LTI Plans Offered |
Percent of Companies
Offering |
| Combination of Two
or More Types of LTI Plans |
74% |
| Stock Option Plans
(Only) |
14% |
|
Performance-Based LTI Plans (Only) |
6% |
|
Phantom Stock Plans (Only) |
3% |
|
Restricted Stock Plans (Only) |
2% |
|
Stock Appreciation Right (SAR) Plans (Only) |
< 1% |
|
Employee Stock Ownership Plans (Only) |
< 1% |
Only 14 percent of companies use stock options as their
sole long-term incentive, while 63 percent offer stock
options with a mix of other types of LTI plans (Table 4).
The most common LTI portfolio combination is stock options
and time-based restricted stock plans.
|
Table 4:
LTI Portfolio Mix
Combinations |
|
LTI Portfolio Mix Includes |
Percent of
Companies
Offering |
|
Stock Options +
Restricted Stock Plans |
32% |
|
Stock Options +
Restricted Stock Plans
+ Performance-Based LTI
Plans |
18% |
|
Stock Options +
Performance-Based LTI Plans |
6% |
|
Stock Options +
Other Types of LTI Plans |
7% |
|
Restricted Stock +
Performance-Based LTI Plans |
6% |
Other Types of LTI
Plans
(Phantom Shares, SARs, ESPPs, and/or Unrestricted Stock) |
5% |
|
Only One Type of LTI
Plan |
26% |
Comprehensive
Report
A comprehensive version of the report
includes data tables, figures, and breakouts for the following
key benchmarks: