Long-term incentive (LTI) plans, which typically vest or measure performance for periods longer than one year, have long been an important element of compensation at the executive and C-suite level. Private companies, in particular, have played a role in furthering the spread and adoption of LTI plans. According to a recent WorldatWork survey, approximately 62% of private organizations had some form of an LTI plan in 2019, which is up from 35% in 2007 (the first year the survey was conducted).
As 2020 comes to a close, many organizations with calendar fiscal year-ends are beginning their annual review of executive compensation levels and incentive plans for the new 2021 year. Unlike recent years, however, 2021 pay decisions are being made during a period of economic, political, and global health uncertainty. Furthermore, the NACD’s 2019-2020 Private Company Governance Survey listed “increased competition for talent” as the second largest area of concern for boards over the next 12 months. Private company boards and their compensation committees must be sure that their compensation plans are robust, responsive and well-structured to ensure that broader economic trends and increased talent competition do not overly disrupt their 2021 human capital strategy.
A well-designed LTI plan, now more than ever, can help private companies navigate the uncertain economic landscape by providing executives with an increase in targeted compensation without losing immediate cash flow, encouraging long-term retention, and incentivizing key financial or operational performance goals over a multi-year period.
“As private companies move beyond the upheaval of 2020, it is now more important than ever for them to implement a long-term incentive plan that aligns management and key employees’ behavior with the organization’s multi-year strategic plan. Such an incentive plan helps management to maintain focus on the long game through any near-term lingering effects of this past year, and helps provide a sense of stability during periods of change, thereby enhancing retention of key employees.
“Importantly, a well-structured long-term incentive plan motivates key employees to balance long-term goals and the potential for their personal wealth enhancement tied to achieving those goals, as compared to short-term opportunities that may side-track the organization from its strategic plan in their decision-making process.”
Board member of public and private organizations
Many private organizations conduct an executive benchmarking study every one to three years to monitor movements in the competitive market and to ensure that their pay levels remain competitive. Organizations that have not conducted a study in recent years, however, may find that their compensation is farther away from competitive levels than initially thought. Implementing a long-term incentive plan (or increasing amounts where plans already exist) can help make up the gap for any market deficits and reduce the risk of executive departure.
Companies implementing a new plan should clearly articulate plan mechanics and amounts to participants to ensure they are maximizing buy-in and overall plan value. An additional benefit of an LTI plan is the multi-year time period between the time of grant and vesting (or payout) that allows organizations to save cash in the short-term while still increasing targeted levels of compensation.
As suggested in the name, one of the key benefits of a long-term incentive plan is the multi-year vesting period that requires executives to remain employed at the organization throughout the duration of the award. Executives that leave or are terminated during a vesting window often forfeit their award, providing a safeguard against LTI plans becoming overly costly or dilutive. Most plans vest or measure performance over a three- to five-year period, which can give organizations further comfort in cementing their long-term operational goals, human capital strategy and succession planning. Especially during the current period of economic uncertainty, a well-designed LTI plan can be a valuable tool to help attract, retain and motivate key talent.
Lastly, long-term incentive plans can be customized to measure and motivate the performance goals, objectives and outcomes most strongly connected to a company’s long-term success. Through varying vehicles (real equity, phantom equity or a cash-based plan), vehicle types (full value or appreciation only) and performance metrics, companies can easily tailor plans to match their unique situation. Investment returns measured against relative or absolute goals often make sense for family offices, while long-term revenue growth and profitability are common for mature operating companies. Similarly, private equity-owned firms tend to grant long-term incentives through stock options or appreciation-only vehicles that emphasize value creation while family-owned businesses tend to choose full-value vehicles that incentivize sustained value preservation. Regardless of a company’s size, ownership, or stage in their lifecycle, a long-term incentive plan can be designed to address all relevant facts and circumstances.
Share with your network
The coming year presents private companies with a unique opportunity to review their executive compensation strategy and question whether a long-term incentive plan is appropriate for them. Grant Thornton is seeing this deliberation occur on a daily basis with our private company clients, with many choosing to adopt an LTI plan for the first time. The immediate increase in targeted compensation (while saving on short-term cash flow), multi-year retention, and connection to long-term value drivers make long-term incentives an attractive option for all types of private organizations as they enter an uncertain economic landscape.
For more information on executive compensation, find Grant Thornton’s new Proxy Survey of Executive Compensation in the Russell 2000 Index examining the latest cross-industry compensation trends.
Principal, Human Capital Services Practice Leader
Grant Thornton Advisors LLC
Senior Manager
Human Capital Services
This content supports Grant Thornton LLP’s marketing of professional services and is not written tax advice directed at the particular facts and circumstances of any person. If you are interested in the topics presented herein, we encourage you to contact us or an independent tax professional to discuss their potential application to your particular situation. Nothing herein shall be construed as imposing a limitation on any person from disclosing the tax treatment or tax structure of any matter addressed herein. To the extent this content may be considered to contain written tax advice, any written advice contained in, forwarded with or attached to this content is not intended by Grant Thornton LLP to be used, and cannot be used, by any person for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code.
The information contained herein is general in nature and is based on authorities that are subject to change. It is not, and should not be construed as, accounting, legal or tax advice provided by Grant Thornton LLP to the reader. This material may not be applicable to, or suitable for, the reader’s specific circumstances or needs and may require consideration of tax and nontax factors not described herein. Contact Grant Thornton LLP or other tax professionals prior to taking any action based upon this information. Changes in tax laws or other factors could affect, on a prospective or retroactive basis, the information contained herein; Grant Thornton LLP assumes no obligation to inform the reader of any such changes. All references to “Section,” “Sec.,” or “§” refer to the Internal Revenue Code of 1986, as amended.
