Situation: A technology company has established a leadership position in their niche. Nevertheless, they struggle with individual performance and buy-in to company performance. The CEO asks whether increasing ownership through stock incentives in a non-public company is an effective incentive for employees. How do you strengthen internal incentives and ownership?
Advice from the CEOs:
In the past, employees voiced a strong predilection for share ownership as recompense for the personal risk and sweat that they have put into the company.
It may be advisable to revisit this, particularly given the increased risk that comes with share ownership as a result of regulatory changes of the last 10 years.
As a substitute for share ownership, they may be open to some proxy that will provide them with value and the opportunity to have their opinions heard in the case of a buy-out.
Another company looked at this closely at the time of formation. They decided that proper recognition for contribution did not equal ownership. Ownership also entails personal liability and risk, which many don’t realize and, once they understand the implications of owners’ liability, don’t want. As an alternative they adopted a liberal profit-sharing structure that has met with employee enthusiasm.
Think about this discussion in terms of incentives:
Short Term – Annual-type incentives
Make sure that incentives align with desired behaviors so that individuals’ contributions contribute to business plan objectives and the next step for the company.
Long Term – consider the trade-offs
Broadly distributed share ownership not only complicates future flexibility but may also complicate a buy-out or merger opportunity. Consider the implications of a situation where most shares are in the hands of past rather than current employees.
Strategic Partners wishing to invest may be reticent to work with a company with broadly distributed ownership.
ESOPs, while frequently referenced, tend to eat their children. They have several complications:
They are governed by ERISA, so you cannot discriminate. All must be able to participate.
Ownership is prescribed – with a maximum of 10% per employee. Will a future CEO candidate be happy with 10% when the admin assistant gets 3%? In this way ESOPs can impair succession and recruitment plans.
Annual valuations can be expensive.
Phantom or Synthetic Equity Programs
A company can tailor these to meet changing objectives.
Valuations are cheap and valuation metrics are easy to monitor.
To work through the options, sit and talk with the employees, and listen. Ask what concerns them. Don’t try to come up with a solution until their concerns are understood. There is an array of options available.
Situation: A founder CEO established her company with a significant personal loan, which is being repaid. To compensate herself for the original investment, she is considering several options including an employee stock option plan (ESOP) through which employees would be able to establish ownership of a certain percent of the company. What is appropriate compensation for a founder CEO?
Advice from the CEOs:
The critical question is: what is the CEO’s goal? The next question is – what options best serve to achieve goal?
If the goal is long-term goal is maintaining or increasing current income combined with long-term security – like a Trust Fund – seek the counsel of a financial advisor who can help model how the options under consideration will satisfy the goal.
This individual can also evaluate the tax advantages associated with various options.
Is there a clear exit strategy in place?
Every company needs a written exit strategy, as well as a plan to put this strategy into action.
The simple existence of a strategy and a plan does not preclude adjusting either the strategy or the plan as conditions or opportunities change.
There are two important corollary points:
Having a strategy and plan is the only way to build a structure of accountability within the company; and
Recalling a lesson from Jim Collins’s book, Good to Great, the successful companies selected a solid strategy and stuck with it; the less successful comparators continually changed strategy and never allowed momentum to build.
To assist establishing an exit strategy, seek the advice of one or two consultants. There are several highly qualified exit advisors that can be researched through current professional contacts or via the Internet.
Situation: A company faces three options to generate growth. The CEO wants to pursue a path that keeps employees happy and rewards them for their efforts on behalf of the company. What are the trade-offs between the options and the potential impact on employees? How do you generate growth?
Advice from the CEOs:
There are three options to generate growth – continuing organic growth, accelerating growth through a merger, or by being acquired. These options are not mutually exclusive. The company may pursue more than one.
Organic growth can be accelerated by hiring an individual who’s focus will be company growth. The offer may include a minor equity position that is non-dilutive to current employee-owners, with vesting two or more years out.
It is important that top staff and key employees are comfortable with the person before finalizing any offer.
The message to current owners: “This person will drive this business with X expectations for results. The ownership position is contingent on delivery of anticipated results. Is this works as we anticipate, it is a win for all owners.”
Have a buy-back agreement as part of the employment contract should the individual leave. This should guarantee the company the right to repurchase any shares at an agreed price in the case of a separation.
The CEO has been approached by another company interested in a merger.
Is the value of this option increased or decreased by hiring the person described above?
Should the merger option still make sense, calculate a merger split that makes sense to current owners and see whether the merger partner will accept this. If not, find an excuse to drop or defer the merger discussion.
The CEO has also been approached by a potential acquirer. This could expand the market position of the combined companies, provide additional opportunity for current employees, and a cash payoff for current owners.
Talk to the other owners. Does this option meet personal financial and professional targets? What about personal needs to stay involved in business?
Once these discussions are completed, tell the potential acquirer what you want and need from the deal. They may agree!
Situation: A company has done very well providing goods and services to the local community. In the process they have made good money for the owners and employees. Still, they are aware that they only serve a portion of the community in which they operate. How can they reach out and benefit members of the community who do not necessarily require their services? How do you give back to the community?
Advice from the CEOs:
When employees have children or children of friends who are selling fundraising items, like Girl Scout Cookies, make a large purchase. Give the cookies away as gifts to clients and key contacts.
Conduct educational sessions to help the community become more versed in and aware of the products or services in which you specialize. These won’t be sales or marketing presentations but rather information sessions with no sales pitch attached. Talks can be given at schools, community organizations, or other venues that seek speakers.
Create a gift-matching program for employees. Make a gift to your favorite charity and the company will match your gift.
Try a fun variation on gift-matching: “Make Joe Pay!” Make a gift to a charity, and Joe, the CEO, will match it 3 to 1!
One company has a policy that employees are not to pressure other employees into supporting their or their kids’ fundraising. Instead, the company steps in and does this.
Work with the Angel Tree Foundation. Set up a Christmas or Holiday Tree prior to the holidays. Employees or others pick cards, and then buy a gift for someone in need within in the community.
Support national charities, e.g., the Heart Foundation or Cancer Society.
Create a formula-based program whereby based on company profitability or some other metric the company creates a donation pool. Have customers vote on the charities to be supported from this fund.
Encourage management and employee involvement on Boards of community organizations. Create guidelines and allow them paid time off to participate.
Create a mentor program. Contact the local school system and ask about clubs or classes at local schools that the company can sponsor or mentor.
Situation: An information services company wants to launch a new product in an existing market. Their current brands are well-recognized with excellent reputations. Should they tie the brand to the company name or current products? How do you brand a new product?
Advice from the CEOs:
Brand specifically for each product or market – just as consumer product companies brand the same product with unique names for each consumer or commercial market.
A brand name is not the company’s identity – Apple as a company has created separate brand identities for computers, iTunes, iPods and serves multiple markets.
Attend conventions and survey the target market and current providers. Network to meet people and ask questions about what is important to them and to their buying process.
Think about the marketing funnel. The first element is awareness.
What are the company and its current brands now known for?
Build a brand with value that leverages the reputation and expertise currently valued by customers.
Define the current and planned market segments and tie branding to them.
Who are they?
How do they do it?
How will the new product fit?
Look at ROI for each market and create a strategy for the optimum combination of speed and profitability of market entry.
Tying meaning to a name can be a mistake. When one CEO named her company and service around a specific capacity, she limited the way that it was perceived. She is now considering a complete rebranding to open new markets.
Hire expert consultants with experience in developing brands. While this is an investment at the outset, these individuals are better, cheaper, and faster than doing this yourself.
Monitor the consultants to assure that they are spending the company’s resources wisely and addressing the company’s needs.
Hire someone with a network to gather the data necessary to support the branding exercise, a project manager. Use more expensive resources to plan and manage the exercise, and less expensive resources to gather the data.
Situation: A technology-based company has a very successful product in a niche market. The team has been brainstorming about additional markets into which the product could be introduced. The only experience that the CEO and team members have is with the existing market. While other markets are appealing, they lack the experience and contacts to penetrate new market opportunities. How do you introduce a product into a new market?
Advice from the CEOs:
Hire someone, either an employee or a consultant, who intimately knows and can introduce you to the new market. If you have more than one good candidate consider hiring them both.
Start with clients that you already serve in your current market but who also serve the new market. This can provide quick wins and proof of concept. Overlap is important because you will have a shorter sales cycle with these clients.
Another company moved from on-site consulting to turn-key services. They found the purchase process to be completely different. Originally, they were unprepared for this, so the transition took longer than it might have.
Talk to existing customers and learn about their companies’ purchasing processes to organize your fact gathering and strategy.
Read case studies of other companies’ experience moving a single platform between markets.
Another company moved from niche photography – holiday photos – to photos for Fortune 500 companies. This was the same expertise, but the market and decision processes were different.
Key to the successful move was understanding the people in Fortune 500s who were making the buy decision and the structure of their decision process. The CEO of this company registered for conventions attended by client prospects. This provided a quick way to meet and learn about key people and their decision processes.
Situation: The CEO of a family business seeks to create a succession plan. One family member has expressed an interest in taking the reins of the company but has failed to take the initiative to demonstrate that he is prepared to take on this role. Another family member is now demonstrating both interest and initiative. How do you plan for succession?
Advice from the CEOs:
How should this situation be approached?
Do not view this situation competitively, but rather from the standpoint of what is best for the whole family because many family members stand to benefit from the ongoing success of the business.
Whatever decision is made, the successor will need support and assistance understanding both the financial and business sides of the company. This individual must also be aware of conflicts and challenges that face the business.
What else should be done to prepare for succession?
Given that there are two individuals interested in becoming CEO sit down with each individual and negotiate a clear boundary statement on what you, as CEO, can and can’t do, as well as what can and cannot be expected of you, as CEO, as the succession decision is made. This understanding should be documented in writing and signed, signifying understanding by both the CEO and the candidate. Each candidate should have their own signed agreement with the CEO.
In a family business, the CEO, as guarantor of the company, may be faced with a different level of financial risk than other family members. Both candidates for the CEO position must understand that if they accept this position, they also accept this risk.
Situation: A company has multiple locations from which it both sells products and provides services. One location has been in place for several years and produces good revenue but consistently fails to be profitable. The CEO has met with the managers in charge of this location and has set broad objectives to demonstrate a trend toward profitability. However, she is concerned that these objectives won’t be met. How do you manage for profitability?
Advice from the CEOs:
To be effective objectives must be specific, measurable, and timebound. In addition, there must be clear consequences for failing to meet objectives.
If a business is not covering its own costs, there are three alternatives: increase prices, reduce costs, or both.
Calculate the revenue impact of a 1% cross-the-board price increase at the location or across the company. Is this enough to cover the loss? What about a 2% increase? What is required to produce profitability?
Historically, have the location managers been responsible for business results? If not, does it make sense to continue with these managers and to expect different behavior or results?
While the managers may be well-intentioned, do they possess the necessary business skills? Would training or education assist?
Once objectives are set and incentives are changed to make the managers’ pay dependent on profitability, the CEO may be surprised at their ability to comprehend and tackle the situation – with the CEO’s oversight.
How do you change pay and incentives without sending a negative message?
A person who is paid hourly has the incentive to maximize hours worked, not productivity during hours worked. If the manager is shifted to salary at the same level he receives now or lower, with the potential to more than make up the difference through regular incentive bonuses, it becomes easier to direct him to make efficient use of his time.
How do you change the roles and focus of the managers?
The customer development manager is the only one who can impact revenue – by bringing in more business. Bonuses are based on both new business acquired and total revenue received.
The operations manager cannot contribute to revenue within his current responsibilities but can look for places where the cost of operations can be reduced. Bonuses are based on cost savings achieved.
Situation: A growing company needs new space for operations and back office functions. They have grown steadily over the last two decades. Prospects for the future are positive. Options include expansion near their current location or to another, lower cost city. The CEO is also considering whether to sublease space or rent. How do you plan for expansion?
Advice from the CEOs:
Consider whether the company needs to expand in one step or whether it is possible to expand in stages. Also consider whether functions will benefit by being close to the primary base or whether, using Internet and telecommunications, the new location can be remote. This requires a careful analysis of not only the company’s functions, but also the strength of the management team and the willingness of key managers to relocate.
There are trade-offs between subleasing and working directly with the landlord.
The landlord will generally offer market rates, but the company gets to determine the terms and term of the lease.
Subleasing can save money, but the company is then at the mercy of the priorities of the tenant from whom they are subleasing. When things get busy, the company may disrupt the operations of the tenant. In another company’s case this resulted in a forced move with 30 days’ notice at the end of their sublease term.
Consider the cost of both moving and having to re-outfit the space to meet the company’s needs against the savings from subleasing.
Consider leasing a larger space, one which is convenient and enough for the company’s needs, and then subleasing excess space until it is required. This may cost more short term, but it puts the company in charge of their own destiny regarding space availability and utilization.
Another option is to buy a building and sublease the excess space until it’s required for company operations.
Situation: A company is transitioning from a service model to a product model. A major challenge is meeting funding needs during the transition. Funding sources perceive the current service model as heavy on cost of sales vs. implementation and this hinders acquisition of funds. The CEO sees this as a short-term problem as the company will quickly start to generate more cash through the product model. How do you transition from service to product?
Advice from the CEOs:
In a competitive funding environment, it is important that the offering be credible. While others may be offering similar solutions, believability will prove to be a strong differentiator.
Where to focus over the short term?
Create a hybrid model as a transition between the current service offering and the planned product offering. Demonstrate that current customers have responded favorably to the product/hybrid opportunity.
Test this concept with an investor. The story is that the company needs funding to get to a saleable product model.
What is the message to investors?
Helping the company to achieve a short-term and very feasible objective gives the investor the following advantages: purchasing at a lower valuation, getting a larger share of the company for less, and at a low risk.
As the valuation of the company increases, the earliest investors will get the best deal!
During meetings with investors, ask them for advice on the current and following rounds and financing, and what they will find most appealing.
How do you mitigate the risk to the first investor?
Have a solid business plan and projections that have been vetted by others.
Have a list of referenceable clients.
Utilize the current service model and demonstrate the product/hybrid Package. Build a case on the advantages of the hybrid model including the financial case. The company is always there to provide back-up assistance to meet customer needs in the hybrid model.
Demonstrate flexibility – the customer can always choose the service model or convert to this if they wish.
A Key Point: You are selling yourself as the trustable resource, not the product or service.
Reference previous investment including founders’ investments. The founders did not invest to fail!