Transcript
Page 1: Stock based compensations design for startups

STOCK BASED COMPENSATIONS

for

STARTUPS!!

Cherian M J

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Page 2: Stock based compensations design for startups

EMPLOYEE STOCK OPTIONS PLANS

RESTRICTED STOCK UNITSRESTRICTED STOCK UNITS

STOCK APPRECIATION RIGHTS

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Page 3: Stock based compensations design for startups

EMPLOYEE STOCK PURCHASE PLAN

RESTRICTED STOCK AWARDSRESTRICTED STOCK AWARDS

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Page 4: Stock based compensations design for startups

SETTLED IN EQUITY OR CASH SETTLED IN EQUITY OR CASH

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Page 5: Stock based compensations design for startups

SETTLED

IMMEDIATELY OR IN FUTUREIMMEDIATELY OR IN FUTURE

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Page 6: Stock based compensations design for startups

LIFE CYCLE

VESTING SALE

GRANT EXERCISE

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Page 7: Stock based compensations design for startups

GRANT – HOW MUCH DO I DILUTE?

COVERAGE - WHO & HOW MANY?

BENEFIT - WHAT IS THE MINIMUM BENEFIT?

VALUE - WHAT IS YOUR DREAM?

(THE EXPECTED UPSIDE)

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Page 8: Stock based compensations design for startups

GRANT - OBJECTIVE

PAST PERFORMANCE REWARD

IN ANTICIPATION OF FUTURE PERFORMANCEIN ANTICIPATION OF FUTURE PERFORMANCE

JOINING BONUS

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Page 9: Stock based compensations design for startups

GRANT - PRICE

FAIR MARKET VALUE

FACE VALUEFACE VALUE

DISCOUNT TO FAIR MARKET VALUE

(HIGHER ACCOUNTING CHARGE WITH DEEPER DISCOUNT)

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Page 10: Stock based compensations design for startups

VESTING – SERVICE PERIOD

UNIFORM ACROSS THE BOARD

DIFFERENT FOR DIFFERENT PEOPLE

FRONT ENDED

BACK ENDED

UNIFORM OVER THE SERVICE PERIOD

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Page 11: Stock based compensations design for startups

VESTING – HOW DO YOU EARN THE BENEFIT?

PASSAGE OF TIME

PERFORMANCE OF THE INDIVIDUALPERFORMANCE OF THE INDIVIDUAL

PERFORMANCE OF THE COMPANY

TOTAL INVESTOR RETURNS

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Page 12: Stock based compensations design for startups

EXERCISE – NEW PARTNERS!!

LIQUIDITY OPTIONS:

- INITIAL PUBLIC OFFER?- INITIAL PUBLIC OFFER?

- TRADE SALE?

- BUY BACK?

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Page 13: Stock based compensations design for startups

NEW PARTNERS – PROTECT THEM!!

ACCELERATE VESTING ON PROMOTER EXIT?

TERMINATE WITHIN 1 YEAR FROM CORPORATE TERMINATE WITHIN 1 YEAR FROM CORPORATE

ACTION? - ACCELERATE VESTING!!

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Page 14: Stock based compensations design for startups

NEW PARTNERS – DEAL BREAKERS??

EXERCISE ONLY ON A LIQUIDITY EVENT?

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Page 15: Stock based compensations design for startups

DOCUMENT IT & COMMUNICATE!

SHAREHOLDER APPROVALS

BOARD APPROVALS

PLAN DOCUMENT

EMPLOYEE AGREEMENT

TALK ABOUT THE PROGRESS & WEALTH!

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Page 16: Stock based compensations design for startups

ACCOUNT FOR IT!

THIS IS A FORM OF COMPENSATION,

SO ACCOUNT FOR IT!

- OPTION VALUATION (BLACK-SCHOLES OPTION PRICING)

- DISCLOSURE IN NOTES TO ACCOUNTS

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Page 17: Stock based compensations design for startups

REGULATORY NOTES

PRIOR APPROVAL OF SHAREHOLDERS

ONLY PERMANENT EMPLOYEES

NO PROMOTERS

NO INDEPENDENT DIRECTORS

MINIMUM 1 YEAR FROM GRANT TO VESTING

MINIMUM PRICE – FACE VALUE

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Page 18: Stock based compensations design for startups

TRUST ROUTE

NOT UNLESS YOU WANT TO FACILITATE BUYBACKNOT UNLESS YOU WANT TO FACILITATE BUYBACK

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Page 19: Stock based compensations design for startups

REGULATIONS

COMPANIES ACT, 2013

INCOME TAX ACT, 1961

GUIDANCE NOTE ON STOCK BASED COMPENSATIONS, ICAI

RBI GUIDELINES

SEBI (ESOS & ESPS) GUIDELINES, 1999

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Page 20: Stock based compensations design for startups

INCOME TAX – TAX ON PERQUISITE VALUE

GRANT: NO TAX

VESTING: NO TAXVESTING: NO TAX

EXERCISE:

FMV AS ON EXERCISE – EP = PERQUISITE (SALARY)

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Page 21: Stock based compensations design for startups

INCOME TAX- CAPITAL GAINS

SALE:

SALE PRICE – FMV AS ON EXERCISE = LONG/ SHORT SALE PRICE – FMV AS ON EXERCISE = LONG/ SHORT

TERM CAPITAL GAIN

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Page 22: Stock based compensations design for startups

“YOU MAY NOT CHANGE THE WORLD, BUT YOU

CAN DEFINITELY CHANGE THE WAY A FEW PEOPLE CAN DEFINITELY CHANGE THE WAY A FEW PEOPLE

EXPERIENCE IT.”

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Page 23: Stock based compensations design for startups

THANK YOU

CHERIAN M J

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