Commentary on SEC’s Newly Released Compliance & Disclosure Interpretations
On September 27, 2023, the SEC released 9 new Compliance & Disclosure Interpretations (“C&DIs”) that provide clarification on the new Pay Versus Performance rules (Questions 128D.14 – 128D.22). These new C&DIs primarily focus on the details for vesting requirements and valuation techniques to calculate Compensation Actually Paid (“CAP”). Many of the questions and answers are…
Navigating PvP for Newly Public Companies
The SEC’s Pay Versus Performance (“PVP”) disclosure rules contain a variety of nuances and complexities, especially for companies that recently went public and must comply with the new rules. The SEC announced the adoption of its pay versus performance rules, or Item 402(v), on August 25, 2022. A detailed summary of the rules can be found within…
The Issuer’s Guide to Cashless Participation
Cashless Participation 101 Maybe you’ve seen Cashless Participation mentioned in a LinkedIn post, perhaps you’ve seen it show up on an industry conference agenda, or maybe you’re offering it at your company. Regardless of where you may have noticed it, Cashless Participation is working its way into the fabric of Employee Stock Purchase Plans (ESPPs)…
SEC Adopts New PvP Disclosure Rules – Item 402(v)
The SEC announced the adoption of its new pay for performance rules, or Item 402(v) on August 25, 2022. The rules were first proposed in 2015, and a subsequent comment period on the proposal occurred in January of this year. The goal of the new rules is to improve consistency and transparency for shareholders with…
ESPP Share Limits and the Valuation Impact
Ignoring share limits can increase your compensation expense. In ESPP Valuation: 4 Missing Pieces, we highlighted several potential reductions to the valuation of an ESPP share under ASC718. In this brief, we will provide more granular detail on share limitations, specifically focused on: We will provide more specific detail on when the reduction may become…
ESPP Accounting 101
Everything you want to know about how to account for ESPPs. Under ASC 718, compensation expense for employee stock purchase plans (“ESPPs”) must be recognized in a company’s financial statements. The only exception is a plan that is considered “non-compensatory” – which means it does not contain a look-back feature nor have a discount over…
What You Should Know About Rising Interest Rates and Your ESPP
As interest rates increase, companies should optimize ESPP valuation by reducing fair value for interest foregone. Most experts anticipate that the United States will continue to increase interest rates during 2022. Over the last 20 years, interest rates have been historically low. The picture below illustrates the last 40 years for the 6-Month Treasury Rates.…
What is an ESPP?
What is an ESPP, how does it work, and what benefits can it provide to employees? What is an ESPP? An Employee Stock Purchase Plan (“ESPP”) is an employee benefit plan that allows employees to purchase company stock through payroll deductions, with the benefit of a discount or company match to encourage participation. These broad-based…
Counting the Costs and Balancing the Benefits
Financial Engineering for ESPPs. Fidelity Investments and Infinite Equity teamed up to explore how ESPP elements fit together to help companies engineer a plan to manage financial implications and deliver balanced benefits.
The Case for an ESPP at IPO
A unique opportunity to ensure an ongoing ownership culture. 2021 has been a banner year for IPOs, and particularly for companies going public via a special-purpose acquisition company (“SPAC”). Expectations were high coming into the year, as companies prolonged the decision to go public during the pandemic, but have dramatically bounced back. This, coupled with…
