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
    • Share Ownership
      • 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.

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