Building Unified Financial Visions

Ken Gibson
May 18th, 2012 by Ken Gibson

Facebook and Value Sharing

Core Principle of Compensation Design: Value Sharing Attracts the Best Talent and Magnifies Results

To achieve sustained success, companies must attract and keep talented people that know how to compete and are willing and able to assume a stewardship role in representing shareholder interests towards growth. For such a relationship to be properly fostered, owners and other stakeholders (in this case, key talent) must share both the risks and the rewards associated with value creation.

Those of superior talent are attracted to this idea.  Individuals best equipped to contribute to the future success of the business will see it as an opportunity to have what amounts to a mini-entrepreneurial experience within the construct of someone else’s business model.  As such, they view the company as a mechanism for wealth creation, not just a place to express their passion and talent.  And shareholders should want employees with that perspective representing their interests.

In a recent interview with TV talk show host Charlie Rose, Mark Zuckerberg, founder and CEO of Facebook, said it this way:

I actually think the biggest thing for us is that a big part of being a technology company is getting the best engineers and designers and talented people around the world. And one of the ways that you can do that is you compensate people with equity or options. Right?

So you get people who want to join the company both for the mission because they believe that Facebook is doing this awesome thing and they want to be a part of connecting everyone in the world. But also if the company does well then they get financially rewarded and can be set.

… we`ve made this implicit promise to our investors and to our employees that by compensating them with equity and by giving them equity that at some point we`re going to make that equity worth something publicly and liquidly — in a liquid way. Now, the promise isn`t that we`re going to do it on any kind of short-term time horizon. The promise is that we`re going to build this company so that it`s great over the long term. And that we`re always making these decisions for the long term. (From a transcript of an interview on Charlie Rose, PBS, on November 12, 2011. Emphasis added.)

The point Zuckerberg is making has little to do with whether or not a company plans to share equity or go public.  There’s a larger principle he’s defining. When companies can attract and retain the kind of people that think and perform as he describes, they are in a unique position to sustain results.  This is because a distinct and lasting interdependency emerges between the employees’ skills and the company’s resources that extend those skills (capital, co-workers, suppliers, products, technology, etc.).  Talented contributors soon learn that their skills are not as unique and applicable outside the company (that is providing the laboratory for nurturing and magnifying them) as they are within the enterprise. That’s a good mindset for company talent to have because of the mutual dependency it creates.

Such interdependence is reinforced and validated when long-term value creation is rewarded through value sharing, as Zuckerberg indicates.  When employee skills connect with company resources in the right way, superior results are produced. To be effective, the compensation program should then provide a remunerative link to that outcome which confirms and magnifies the sense of partnership owners wants to convey.  That link “seals the deal,” so to speak, and financially ratifies the interdependent nature of the relationship more completely.

So, whether one decides that  newly available Facebook shares are over priced or under valued,  Zuckerberg’s approach to value sharing with key producers is a sound one.  Long-term value sharing, done right, attracts the “right” people and magnifies results.

 

Over the past several years, interest has been building in “phantom” equity arrangements.  Businesses large and small are intrigued by the idea of sharing value with key employees without giving away actual stock.  That said, while many have heard about the concept, to most phantom stock remains a mystery.  As a result, they’ve taken to the internet seeking answers to their many questions.  What is it? How does it work? Who can participate? What are its tax implications? How do we value shares? And so on. However, in their search for answers, most are coming up short.

Well, the mystery has been solved. We are pleased to announce that VisionLink has just launched a new site that addresses all things phantom stock—www.phantomstockonline.com.  This dynamic, interactive tool will remove the mystery surrounding phantom stock plans within a few mouse clicks. We invite you to go there today and check it out.  On the site, you will find:

  • The Knowledge Center—which is organized as a wiki and will answer virtually every question you could think to ask about this value sharing program.
  • Tools—that will help you determine whether your company is a candidate for a phantom stock program and what other long-term value sharing arrangements you might consider before selecting a plan design.
  • Build a Plan—where you can envision the potential financial value that would be generated for phantom stock plan participants in your company and how it compares with an increase in shareholder value.
  • The Blog—that will keep you up to date on trends in long-term value sharing and how phantom stock is making a difference for companies across the country.

You will find this and much more when you visit www.phantomstock.com.  Please go there today and find out for yourself why this site will become the source for finding information on this increasingly sought after topic.

 

Compensation design needs context.  It grows out of a larger process of thinking about the business– how it will innovate, who its primary competition is, how it will manage change, what kind of culture it needs to nurture, where it’s customers want to “go” next, and so on.  Without that broader framework in mind, its hard to see compensation–especially value sharing arrangements–as anything more than an expense to be managed and contained.  Compensation is an investment not an expense and its allocation needs to be driven by the outcomes company leadership seeks to fulfill.

If that’s the case, every business leader should ask himself what and whom is influencing his thinking. Is your thought process mostly reactionary?  If so, what practices do you engage in to prevent it from remaining such?  What are you reading? Who is offering you direction?  What is the “well” you’re drawing from to remain fresh and at the forefront of current trends and practices?

With those questions in mind, I’d like to offer four sources of thought leadership  that I recommend to clients.  You will often see me quote from these sources in my columns. Certainly, there are more than these that provide great information.  However, these sources will expose you to many other “wells” of innovative thinking that will help you achieve success in leading your company.

The Harvard Business Journal

HBR provides current, relevant, in-depth insight into practices, case studies, research and the latest business management thinking globally.  It will likewise lead you to individuals, books, technology, groups, associations and thought leadership sources that are having impact on the most successful businesses around the world.  If you only receive the print edition of HBR, I would recommend you also become a member of its online edition. www.hbr.com.  There you will find a number of other great resources such as blogs and videos that will expand your experience. As a starting point, check out HBR’s list of the 50 most influential business management gurus. The list includes a host of reading recommendations by these thought leaders as well.

Fast Company

I like this publication because it emphasizes  thought leadership from business, technology, entertainment and the arts. It’s focus on innovation is particularly helpful and allows you to see what’s happening “right now,” particularly in entrepreneurial oriented environments.  Check out the publication’s recent article on wunderkind  Mark Zuckerberg.

Strategy + Business

This publication is put out both in print and online (www.strategy-business.com) by Booz & Company, a leading global management consulting firm.  This information this resource provides essentially for free is mind boggling.  It’s resources are deep and organized into categories that make it easy to find information that is relevant and current.  Although it’s target audience is larger, multi-national companies, the thought leadership it provides has application to businesses of just about any size and industry.  For example, check out the article on How Aha! Really Happens.

Chief Executive Magazine

If you lead a company, you are likely already aware of this publication and probably subscribe. However, if you aren’t likewise participating in the forums and conferences this organization sponsors, you are missing an opportunity to connect with chief executives from around the country that are trying  to successfully navigate  the very challenges and opportunities you also face. The publication can be accessed online (www.chiefexecutive.net) or in print.  Check out its recent article on The Limits of Monetary Incentives.

As indicated, certainly more resources could be added to that list.  But these are some that I have found to be particularly useful in addressing issues that are relevant to what business leaders are facing today.  Regardless of the source used, what’s critical is that those who make decisions about pay ensure they are constantly exposing themselves to the best thinking; ideas that will help them achieve the “next” level in their company’s progress. Doing so will lead to the development of  rewards strategies that drive rather than hinder that success.

 

Tom Miller
March 7th, 2012 by Tom Miller

Fatal Mistakes 2 and 3

As mentioned last time I recently presented a webinar on the 8 Fatal Compensation Mistakes. Here was number 1. Today—mistakes 2 and 3.

These are the two biggest mistakes businesses make with regards to their bonus plans.

First—mistake #2: Using ad hoc bonuses

These are bonuses determined at the end of the year—aka “subjective bonuses.” This is where most bonus plans begin: the owner takes a look at profits at the end of the year and determines, based on his/her judgment how much to pay to each eligible employee.

What’s the problem? There are several. First, the employees have no idea what behavior or results are expected in order to earn a bonus. Second, once an employee receives a bonus one year, they’re not likely to be satisfied with less than this amount the following year—thus, an entitlement mentality is born. Third, because one employee doesn’t understand why his bonus is less than another employee’s, it sets up the accusation of “unfairness”—the death knell for any compensation structure.

Best practices: set up the bonus plan early in the year; establish clear performance criteria; communicate the connection between results and rewards.

Next—mistake #3: Trying to change behavior via incentives

Rewards dangled in front of an employee can cause the employee to focus on “what it takes to get the bonus” instead of what results are really most important for the company. They may buy temporary compliance but do not change intrinsic motivation. They can also discourage innovation.

Consider the concept of “value sharing” instead of “incentives.” With this notion, employees are invited, as partners in the business success, to participate in some of the value they help create. The reward, when paid, should align with what the employee has contributed by virtue of his or her understanding of the most important company goals.

Don’t force behavior, reinforce positive results.

Ken Gibson
March 5th, 2012 by Ken Gibson

WSJ–How to Fix Executive Compensation

Recently, the Wall St. Journal ran an article that provides insight into how a company can tailor executive compensation to better  fit a “pay for performance” rewards architecture.  I found myself agreeing with almost everything the author had to say, so determined I’d quote here from the piece by Alex Edmans and offer my commentary (in parenthesis following each excerpt) on the conclusions he draws.

“The secret to reforming compensation isn’t so much looking at how much bosses get paid—but how they get paid.

“It’s easy to understand why critics focus on the gaudy awards of cash and stock that executives take home. And, yes, it’s hard to deny that some bosses get paid a lot more than they deserve. But the structure of compensation is ultimately a lot more important than its level, because it gets to the heart of how managers run companies and create value for shareholders.”

(This has been a core tenet of VisionLink…well, forever. How you pay someone communicates what the company values and the outcomes that are most critical to the present and future success of the business. The structure used for compensation also gets to the heart of how company leaders create value for all stakeholders, not only shareholders. Even if the goal is to multiply wealth  for all primary producers, a business must take a comprehensive approach to how growth is driven in the business AND how risk is mitigated when it creates rewards programs.)

“An effective way to deter executives from taking excessive risk is to compensate them with debt-based pay as well as equity. However, many compensation packages feature only cash and equity.”

(There are many ways to do this. One way we recommend–and that the article goes on to suggest–is through deferred compensation.  Such plans make participants general creditors of the company in the event of insolvency, forcing business leaders to be cautious about putting the organization at risk through overly ambitious transactions or strategies.  It also encourages the development of “good profits” and discourages those that come at the long-term expense of both customers and shareholders.)

“Another critical change companies should implement is to lengthen the time that executives must wait before they can cash in their shares and options. All too often, stock and options have short vesting periods, sometimes as little as two to three years. This encourages managers to pump up the short-term stock price at the expense of long-run value, since they can sell their holdings before a decline occurs. A CEO can, for instance, write subprime loans to boost short-term revenue and leave before the loans become delinquent, or scrap investment in R&D. This is possible since, in many cases, stock and options immediately vest when the CEO leaves the company.”

(A company doesn’t have to be public for this to be an issue.  Most of our work is done with privately held businesses and the focus there is the same.  In addition to the issues described by the WSJ article, people need to feel a sense of stewardship about the future enterprise.  This is more likely to happen when there is a remuneration component that defines a financial partnership between ownership and key producers in the organization. Companies that focus long-term in their compensation plans build a more unified financial vision for growing the business.  In the private environment, we often recommend phantom stock or stock appreciation rights to mitigate against a short-term focus or manipulated outcomes. Vesting schedules and staggered payout periods can help to solve the problems Edmans articulates in this regard. )

“Be flexible. Change the structure of the compensation package as circumstances change. So, for instance, the CEO gets more stock and less cash after the company shares plummet, restoring the CEO’s incentives to boost the long-term share price.”

(Similarly, in private companies, key people can be compensated with more phantom shares of stock during down periods to encourage the regeneration of company value over the long-term.  Bonus payouts can be replaced with additional shares during times when profits have declined and the organization needs to recalibrate its performance.  Short-term value sharing arrangements such as annual “bonuses” can then be revived when the company’s financials return to a normal or more robust status.  At that point, the longer-term plans can release fewer shares or units.  Once the favorable economics have returned, it will be reflected in the value of the shares issued during the downturn–creating the exact economic outcome that kind of program was intended to produce.)

“If companies employ [these] principles…executives will be aligned with the long-term health of their companies. And that will not only help keep individual companies safe, it will reduce the risk of another financial crisis.”

(I agree.)

 

 

 

Tom Miller
March 2nd, 2012 by Tom Miller

8 Fatal Compensation Mistakes

Earlier this week I presented a webinar to CEOs and other business leaders. I was asked to examine the biggest mistakes made by businesses with respect to their compensation programs. I’ll review these in this spot over the  next couple of weeks. Today I begin with number 1.

The most important place to begin is to draft a compensation philosophy statement. What is that?

A CPS is a written statement of beliefs and standards that the company plans to follow when considering, designing, implementing and communicating any element of pay within the organization. It addresses the following questions (and more):

  1. Why do we pay? (What do we pay for?)
  2. What are standards for pay size?
  3. How do we handle potential increases in pay? (When? Merit? COL?)
  4. What are the purposes for our incentive plans? Who participates? How do we determine target values? How do we determine metrics?
  5. Do we share equity? If so, who’s eligible? How do we allocate and distribute it?
  6. Do we have other long-term incentive plans? Why? What type? Who participates?
  7. How do we communicate our total rewards proposition to our employees?
  8. And so on…

Once adopted and communicated the CPS becomes the constitution upon which pay decisions are made. It doesn’t have to be rigid and unchangeable. And there will always be exceptions to it. But it serves to establish a foundation for pay decision-making and internal governance.

Imagine sharing the CPS with new hires during the pay discussion. You can discover how well the candidate may fit into the organization.

It takes serious effort to draft and adopt a CPS. It can take some time. There might be disagreements and forceful opinions. All the better. Make it a document that means something and you just may discover that many of your compensation headaches will go away.

Tom Miller
February 24th, 2012 by Tom Miller

The Deferred Compensation Comeback

One of the more popular executive benefit plans of the past 30 years has been deferred compensation (DCP)–a program under which higher paid employees could voluntarily defer portions of their pre-tax income to a future date such as retirement. The plans are particularly helpful to employees wishing to contribute more to tax-qualified plans such as 401(k)s but finding themselves restricted due to the government imposed limits on such plans.

Observers have noted that since 2008 plan participation has curtailed sharply due to (a) employees tiring of sharp drops in stock market values that their accounts may have been tied to, and (b) the risk of loss inherent in the fact that plan balances were subject to employer creditor risks.

I think there is a third reason. Employers have lost interest in promoting these plans because they serve no strategic business purpose. There is no real reason to encourage employees to participate in DCPs since they create no alignment with organizational goals. The plans are merely a convenience for employees. Employer efforts have shifted to the implementation of long-term incentive plans that link value to goal achievement.

I expect to see a steady increase in new forms of strategic deferred compensation. These plans would continue to permit voluntary employee deferrals. But they would also involve corporate contributions to employee accounts. These contributions would not simply be a match (as in many current plans) but would tied to financial goal achievement such as EBITDA or Revenue growth.

In addition, employees need to be taught to allocate their account balances to non-equity, less volatile investment options. No one knows how long they will stay with their current employer. They shouldn’t tie their DCP accounts to long-term stock investments.

A DCP structure offers a simple, proven way to create long-term accounts for top employees. Used wisely it can be a valuable way to align employee and employer goals.

 

Ken Gibson
February 20th, 2012 by Ken Gibson

What Deserves to be Rewarded?

Every CEO or business owner has a unique set of  performance factors he or she wants executed which are considered crucial to the achievement of the company’s  growth goals.  However, in my view, more importantly there are  categories of outcomes that every company should have as a  focus regardless of their industry, size or niche.  Most specific key performance indicators that company leaders identify as a priority fall under one of those categories.  By defining  those areas of focus–and communicating (through pay systems and otherwise) why they are so critical to the future of the company–business leaders are better able to engineer rewards programs that will drive the outcomes they are seeking, and build a greater ownership mindset among those responsible for producing those results.

Conversely, if those areas of focus are not clearly defined, employees end up participating in a rewards plan that has little or no context.  They see it as a mechanism for increasing their compensation, but that’s all.  It might even  pay well, but the company will ultimately be frustrated with the results it is realizing if employees can’t connect their rewards to a broader fulfillment that is  being achieved.

Here’s what I mean by defining areas of focus within which individual compensation metrics, measures and plans can be constructed:

  • We reward innovation. Creativity and ingenuity are critical to our growth and so we are willing to share value with those whose innovations leverage our ability to multiply value for all stakeholders.
  • We reward sustained performance. Our growth depends upon the ability of the company to maintain then expand the virtuous cycles connected to our business model. Therefore, we share value with those that help us sustain and improve our revenue producing “engine.”
  • We reward  ”good” profits. Good profits come by delivering real value to the market place and protecting customer or client interests at all levels of interaction.  Bad profits are those that come at the expense of the customer or client relationship and experience or erode owner interests over time. We will share value with those who help create and grow good profits.

The list could go on but hopefully you get the idea. Unless employees are aware of these definitive priorities and outcomes they could technically qualify for a payout under an incentive plan without ever taking stewardship of key results the business needs them to perpetuate.  In the worst case, those same employees could pull the company in a direction that is at odds with the strategic direction it has charted (generating bad profits instead of good profits, for example).

So, as you examine your current pay practices, ask whether your rewards programs help define and fulfill the broader areas of focus your company needs to reinforce if its growth expectations are going to be realized.  If they don’t, you should consider making some serious changes.

Tom Miller
February 10th, 2012 by Tom Miller

The Rewards Pyramid–Checking on Alignment

How well do your employees understand the connection between your organization’s goals and their pay? Here’s an easy way to find out.

Ask them, one-by-one, to respond to four simple questions:

1. Where do you see the company headed?

2. What do you think are the essential things that must happen to achieve our best results?

3. What contribution do you expect to make to our success?

4. What do you personally hope to achieve or receive as a result?

These might be called the vision, strategy, contribution and rewards questions. I sometimes refer to them as the Rewards Pyramid.

There are lots of things to learn from this exercise, such as (a) how well do the employees’ responses align with the official vision and mission of the organization? (b) what role do they see themselves playing (if any) in the company’s success? and (c) what personal rewards are most important to them (money, position, opportunity)?

Without alignment, organizations simply don’t move forward. On the other had, when employees buy into a compelling vision, believe it can be achieved, see a growing role for themselves in it, and believe they will be rewarded fairly, you have an organization on track for success.

Tom Miller
February 8th, 2012 by Tom Miller

Should You Pay the Way Alaska Airlines Does?

A recent Wall Street Journal article (subscription may be required) highlighted the recent successes of Alaska Airlines—a standout in the struggling airline industry. The article, reflecting an interview with Alaska CEO Bill Ayer, stressed the steps the company has taken to grow value.

The part of the article I’d like to draw attention to relates to the way Ayer has reshaped the compensation philosophy and approach of the airline. I’ve selected one quote (broken into four statements) from the article and added my parenthetical observations. The article quote is in italics. My comments follow each sentence.

As part of its restructuring, Alaska put all staff in the bonus pool. (This is the first strong practice. Don’t limit your bonus plans to managers and supervisors. Get everyone on board.)

Bonuses are based on earnings (70%) and customer satisfaction, cost discipline and safety record (10% each). (Overall, a sound practice. Employees can clearly see what they can do to impact these indicators. I like the emphasis on earnings because it unites employees around the lifeblood of the business. They’ll need to be careful they don’t encourage employees to manipulate behavior just to earn the bonus. This could be counter-productive. As long as they’re careful, they’ve discovered a great formula.)

Each month, the company tells every sales agent or flight attendant how well the company is doing in the bonus categories. (This is rare. And it’s the key to the success of the plan. Few companies devote the time and effort needed to make the bonus plan work. Regular and ongoing communication is the most important step to take.)

We say we want to share generously during really good times, rather than lock in really high wages all the time, says Mr. Ayer. (Several positive things here. First, I like the term “share.” It suggests a partnership relationship. Secondly, the emphasis on modest fixed wages and generous variable bonuses is helpful to prevent high costs in tough times while encouraging meaningful upside during good times. Finally,
note the phrase, “we want to share generously.” The board and leaders have adopted the view that the more they pay the better off everyone will be.

Ayer has captured the essence of how a company can adopt a value sharing philosophy that emphasizes a true partnership relationship with employees. I’m not surprised Alaska Airlines is at or near the top of nearly every industry metric—and that their stock price rose 30% in 2011 while competitors were entering bankruptcy.

How you pay matters!