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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:

  • Criteria to Determine Eligibility for LTI Awards

  • New Hire Eligibility for Equity Compensation & LTI Awards

  • Stock Ownership Guidelines

  • Clawback Provisions

  • Stock Plan Evergreen Provision

  • Stock Option Plans

    • Eligibility by Job Level for NQSOs

    • Eligibility by Job Level for ISOs

    • Frequency of Grant Cycle

    • Length of Option Term

    • Vesting Schedule

    • Plans with Performance Features

    • Option Pricing Models

    • Actions to Address Underwater Stock Options

  • Restricted Stock Plans

    • Eligibility by Job Level for RSSs

    • Eligibility by Job Level for RSUs

    • Frequency of Grant Cycle

    • Vesting Schedule

    • Plans with Performance Features

  • Performance-Based LTI Plans

    • Eligibility by Job Level for Performance-Based Cash or Cash Unit Awards

    • Eligibility by Job Level for Performance-Based Share Awards

    • Frequency of Grant Cycle

    • Length of Performance Period

    • Performance Measures

    • Plans with Performance Features

  • Stock Appreciation Rights (SARs)

    • Eligibility by Job Level for SARs

    • Frequency of Grant Cycle

    • Length of Exercise Term

    • Vesting Schedule

  • Phantom Stock Plans

  • Unrestricted Stock Plans

  • Employee Stock Ownership Plans (ESPPs)

    • Percent of Companies with Qualified ESPPs (Section 423 Plans)

    • Percent of Companies with Non-Qualified ESPPs

    • Discount on Purchase Shares

    • Look Back Feature

  • Alternatives to Equity Compensation And LTIs

Availability of Comprehensive Report  

  • Free to participants in 2010 Culpepper Equity Compensation and LTI Practices Survey

  • Free to subscribers of Culpepper Pay Practices Survey Package
    (includes Culpepper Library and Small Company Plus subscribers)

  • $395 for non-participants and non-subscribers (Order Form)


Data Source: Culpepper Equity Compensation & LTI Practices Survey of 180 participating organizations.
Survey Dates: December 1, 2009 through March 21, 2010

Participants by Sector:
Technology 68%, Life Sciences 16%, Other 16%

Participants by Number of Employees:
Up to 100: 22%, 101 to  500: 23%, 501 to 2,500: 27%, 2,501 to 5,000: 18%, Over 10,000: 10%

Participants by Ownership:
Public 54%, Private 44, Other 2%

Copying. If you copy portions of this report into your own publication, please cite your source by including the following:
"Source:
Culpepper Equity Compensation & LTI Practices Survey, May 2010, www.culpepper.com"

 
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