Tag Archives: Tax

What is Appropriate Compensation for a Founder CEO? Four Points

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.

Does a Phantom Stock Plan Make Sense? Three Considerations

Situation: The CEO of a privately held company wants to share company success with employees. An option that she is exploring is phantom stock. The objective is to engage employees in company success. Does a phantom stock plan make sense?

Advice from the CEOs:

  • Why would you use phantom stock options instead of real stock?
    • Phantom stock options are popular in the tech sector. Phantom stock confers the right to receive cash at a future point in time, typically a share of the proceeds received upon the sale of a company.
    • The principal difference between phantom stock and real stock, is that real stock must be issued in exchange for cash, property or past services. There is also a tax consequence to the receipt of real shares. When shares are issued in exchange for past services the employee must recognize taxable income, just like wage compensation. Employees may be disappointed to learn that they may face taxable income based on the fair market value of their shares received without compensating cash to pay the tax.
  • Let’s assume that the objective is to increase employee engagement as they observe the value of the shares increasing with company success over time.
    • Under phantom stock programs the value of the company is pegged on a periodic basis, based on a pre-set formula developed by the company.
    • In some cases, employees can “sell” their phantom stock back to the company for the differential between the price when they were awarded the stock and the current pegged price.
    • The structure of the program is determined by management based on company objectives.
  • Employees frequently don’t have the cash to purchase real stock or options at a fair price given the value of the company. Using a phantom stock plan, a company can offer the rewards of stock ownerships without a purchase requirement or tax implications at the time of award. Employees can be apprised of the value of their phantom stock based on a periodic internal accounting exercise.

Do You Focus on Taxes or Investment? Eight Considerations

Situation: A company’s accountants advise them to make distributions for tax purposes. Simultaneously, the company’s future is based on technology and staying ahead of the competition. This requires ongoing investment. Do you focus on taxes or investment?

Advice from the CEOs:

  • The focus of the answer is distributions and company morale, not tax planning. Think about the impact on the team. Are there considerable differentials in compensation within the company? If so, this may be impacting morale.
  • Differentiate bonuses from variable compensation. Make bonuses special. This starts at the top. The attitude should be that if someone works hard, they will be compensated. Once bonuses become assumed, they are just regarded as part of the overall compensation package.
  • Smaller geographical units can help retain a small company atmosphere and drive. As a company grows, similar results can be achieved with Tiger Team projects.
  • If the organizational structure enables this, foster friendly competition metrics between offices – and publish the results.
  • One company distributes performance data to top staff – with color-color coded red/yellow/green metrics based on performance. All red and yellow numbers require an explanation. The company has seen a significant reduction in red and yellow metrics since they started this.
  • At company meetings – publicize and recognize top 10 performers in various areas. Recognition boosts morale.
  • Company events boost teamwork and morale. These may include company barbeques, in-house cooking shows created and run by staff, and quarterly outings – bocce ball, tubing, sailing on the Bay.
  • Growth is accompanied by change. When a company starts it’s a mission. After 15 years it’s a job. This is a function of growth, and it takes ongoing creativity to keep individual employees excited about their job and role.

Have You Hired People with Disabilities? Six Suggestions

Situation: A company is expanding. Some jobs that need to be filled are either utilitarian or don’t require full mobility. Labor through agencies runs $20/hour including agency fees. The CEO considering hiring the disabled including wounded warriors for this work. Have you hired people with disabilities?

Advice from the CEOs:

  • In San Mateo County California there is a group called Community Gatepath. They assess the work and work requirements and the company pays for disabled services a fair price piece basis. This worked well for sample product with simple packaging.
  • National groups include SourceAmerica.org and the Small Business Association which can assist with any regulatory questions pertaining to hiring the disabled.
  • Working with Easter Seals one company hired high functioning disabled individuals. For everyone involved, it was a very positive experience.
  • If you are interested in hiring disabled veterans, organizations like Hire Heroes USA provides both resumes and assistance. Tax credits are available for hiring disabled veterans.
  • There may be issues around how disabled workers process information or how they handle emotional situations that are different from non-disabled workers. Sensitivity among those supervising is important.
  • Interview and investigate the sponsoring organization and arrangements. Make sure that they are set up well for your needs as well as those of the disabled workers.

Should You Use Project-Based Accounting? Five Thoughts

Situation: A company has been using the accrual method of accounting. As they approach the fourth quarter of the year, they are looking at project-based accounting to reduce year-end cash reserves and taxable income. How do you create and manage a project-based accounting system?

Advice from the CEOs:

  • The PeopleSoft Division of Oracle offers a project-based accounting package. There are a several issues that accompany a shift to project-based accounting: do employees work on more than one project, how do you plan to account for shared services such as administration and Human Resources, and do you plan to share revenue and costs across projects? These can entail a fundamental change in how the company is organized and behaves. If your primary motive is tax avoidance rather than organizational change, why would you pursue this level of change in the organization?
  • Looking at hundreds of companies with which the CEOs in the group have worked, nobody has seen any that utilize project-based accounting.
  • The company’s objective is to better understand the various projects that the company manages, and to have revenue travel with cost. A far simpler option from an accounting standpoint is to look for ways to pre-pay future expenses and thus reduce year-end cash reserves.
  • Another option is a hybrid between cash and accrual accounting.
  • If you have a strategic reason to pursue project-based accounting, look at firms that serve the construction and entertainment industries. These industries have similar challenges to those faced by the company.

How Much Inventory Should You Carry? Six Considerations

Situation: A company has been offered the opportunity to buy a container of raw material from China at what may be a favorable price compared to local supply. This raw material will last 6-12 months at current and anticipated production rates. Does it make sense to purchase 6-12 months of raw material inventory in advance? How much inventory should you carry?

Advice from the CEOs:

  • This is a fairly straightforward economic question. What are the risks and costs of purchasing this large lot of inventory vs. purchasing month-to-month? Here are the factors to include in your evaluation:

o    What is the cost difference of a container versus local supply?

o    Another option is to commit in advance to 6-12 months’ supply from the current supplier. What pricing will the local supplier offer for committed regular purchases?

o    How many months of inventory are required if you need to change suppliers?

o    What is the viability of the local vs. the foreign supplier? If you cease purchasing from the current supplier for 6-12 months will they remain a viable supplier? Similarly, can you count on the foreign supplier long-term?

o    What is your cost of capital, and what is the tax effect of significant inventory at the end of the tax year?

o    If you purchase a container, what is the exposure to overstock of certain sizes of product? What is the carrying cost of this overstock?

  • Do the numbers and negotiate between the two suppliers.

Category: Manufacturing & Operations

Key Words: Inventory, Purchase, Advance, Container, Carry, Cost, Commit, Supplier, Tax, Negotiate

Which is Preferable C or S-Corp Status? Six Suggestions

Situation: A company’s accountant advises them to transition from a C Corporation to an S Corporation. Remaining a C Corp would force them into accrual accounting with significant tax consequences. The accountant also advises that it is easier to sell an S Corp to a buyer, and S Corp status would relieve problems with retained earnings. Which do you think is preferable, C or S Corp status?

Advice from the CEOs:

  • Accountants disagree. Get a second opinion. Also consult a tax or corporate lawyer who will provide another perspective.
  • Another company looked at S vs. C status and found two key factors:
    • S Corp status is great if you expect to lose money for a few years because of the benefit that it can offer to personal taxes. Over the long-term you should look at the difference between personal and corporate tax rates and set your strategy so that it makes the most sense.
    • An S Corp cannot have non-U.S. shareholders.
  • There is more flexibility with C Corp status in your ability to grant options, sell shares, etc. For a suitor, purchase of C Corp shares prior to a full acquisition is like a date before deciding on marriage.
  • C Corp status is good if you are building an empire. S Corp status is better if want to have employee ownership under an ESOP as an option for exit.
  • Since taxes are a significant part of this decision, think carefully before you shift from cash accounting.
    • Once you commit to accrual accounting you can’t go back to cash basis.
    • To the extent have an accrued tax liability you can extend payment of this liability over multiple years.
  • You also may want to consider a hybrid accounting method:
    • Accrual for sales
    • Cash for service
    • Look at whether there are tax advantages to a hybrid model.