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Tips on Supporting Your Executive TeamSession C3: May 24, 2017 2:15 – 3:30 p.m.
Rene Deming, Partner, Cooley LLCJane Platt, Sr. Stock Admin/Paralegal, Array BioPharma
Sorrell Johnson CEP, Sr. Equity Compensation Consultant, Stock & Option SolutionsJustin James, VP - Executive Services, Solium
CPE Credits
Continuing Professional Education (CPE) • Credits are available!• You will receive one (1) CPE credit after attending this session.• You must attend the entire session to be eligible.• In order to earn the available credit(s) for this session, you must see the room
monitor before and after the session to get checked-in and out of the session.• Electronic certificates will be emailed to you a few weeks after the conference
with the cumulative number of credits earned
Solium is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. Web site: www.nasba.org
10b5-1 Poll
Who do you offer 10b5-1 plans to?• Executive team/Board of Directors• Entire company
10b5-1 Plans
• Internal policy (not your insider trading policy) • Do’s and don’ts• Positive/negatives• Tricks• Pre-clearance….who’s involved and why?• How long does it take?• Why do we do it?• Automation
SEC Reporting Poll
Who handles your officer and director trades in company stock?• One captive broker• Choice of captive brokers• Their own broker• Mix of captive and personal brokers
SEC Reporting• Notification and transaction details
• Where is the stock held? Who is notified?• Form preparation and filing
• Filing the Form 144 • Reviewing, approving and signing Forms 3, 4 and 5
• Filing logistics• Timing strategy and internal notice• Amendments• Managing SEC codes
• On-boarding new officers and directors• SEC codes, insider trading forms, questionnaires
Taxation Poll Question
Do you allow US executives to request the maximum withholding (39.6%) on stock transactions before they hit the million dollar mark?• Yes• No
Taxation – Personal/CorporateExecutive taxation• Taxation rates: Withholding at minimum vs maximum, how does ASU
2016-09 come into play? • Plan implications? What are other companies doing with executive
requests for more withholding?• The “mobile” executive: What are you tracking? Country to country?
Movements from state to state? Business travelers? When “residence” state doesn’t match “work location” state?
• Executive change in status and impact on taxation: From employee to non-employee service provider, death, disability and divorce
• What to do when executive taxes are wrong: Tips on how to fix your worst nightmare and recommendations to help avoid it altogether
Taxation – Personal
Corporate taxation• Disqualifying dispositions: Are these being captured in your corporate tax
reporting if dispositions occur outside of your captive broker?• Section 162(m): What is it and why does my tax department care about it?
Private Company Polling
Do you know how executive stock awards will be treated in a change of control transaction?• Yes• No
Private Company Matters
• Strategies for timing of exercise of stock options• Pros and cons of early exercise• ISOs vs. NSOs• Section 83(b) “elections”• Form of payment – is a promissory note a “good” idea?
Private Company Matters
• Section 280G – parachute payment rules and impact on executives
• What is 280G?• Who is covered?• What payments are covered and how are “excess parachute
payments” determined?• How can the potential excise tax be avoided?
• Best after tax provisions• Stockholder cleansing vote available for private companies only
Private Company Matters
• Restricted Stock Units/Awards• Challenges for private companies due to tax treatment• How to structure to delay vesting and tax event until the occurrence of
a liquidity event• When should a private company start to think about making this type of
equity awards instead of or in combination with stock options?
Questions?
Additional Resources
Need more?
Online Learning
Convenient and completely self-directed, our online lessons
provide you with industry context and the how-to in Shareworks.
Shareworks Certification
Shareworks Certification is a great way to quantify your knowledge, develop key technical skills and
prove yourself invaluable to your company’s administration team.
Shareworks Workshops
Roll-up your sleeves and join us all year round, either in person or online, for hands-on workshops
on a variety of Shareworks topics.
Visit solium.com/education
Contact Us
Rene DemingPartnerCooley [email protected]
Justin JamesVP – Executive [email protected]
Sorrell Johnson, CEPSr. Equity Compensation ConsultantStock & Option Solutions, [email protected]
Jane Platt Sr. Stock Admin/Paralegal Array [email protected]
