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Good morning!
Offering stock ownership opportunities to employees
of smaller companies is one of those ideas like home
ownership and higher education that's hard to argue
against. Everyone should have a piece of the pie
— an ownership stake to inspire best
performance, right?
Well, not so fast. Let's consider the options…
Best regards,

Bradlee T. Howe Financial Managers Trust
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Consider the Options
"We can really use your financial expertise, Brad, but
we can't afford to pay you right now. What if we
give you stock options instead?"
There were times during the '80s and especially in
late '90s when we heard that offer more than half the
time with prospective clients. Of course, we were
working frequently with start-ups in those years, and
options were the coin of the entrepreneurial
realm.
I have to admit that we were tempted on a lot of
occasions, especially in situations where Smart
Money had already made a significant investment.
How could we doubt the opportunity?
Well, having five kids and a mortgage on a house
big enough for all of us put a significant premium on
cash. And having one Big Formative Experience
early on when my investment in a client company
went belly up — despite many signs that we
had the winning combination — taught me you
can't control all of the circumstances that lead to
small business success. Sometimes luck really does
play a role. We subsequently decided to take luck out
of the equation by getting paid up front by all clients
and not hesitating to suspend our services when
"overdue" crept beyond 30 days.
So we have missed some client winners and
we've avoided some few client losers, but almost
always we've left on good terms, paid in full and
having helped our clients to identify and transition to
our full-time successor. There's no tail on the
relationship, no minority stock interest that survives
our involvement or requires us to be bought out. As a
result, when an iBasis goes public or a Sensitech
gets acquired (by Carrier Corporation), there's no
"liquidation event" to contribute to our comfortable
retirement. At the same time, when a KaBloom or a
Zoots never really achieves lift-off in the years after
my departure, I'm glad that we left nothing on the
table as we said our goodbyes. For all four of
those companies, we were the "founding" CFO.
Thus it is that I have a particular bias when my
newest client says to me last week, "We can't
afford a bonus for the staff right now; maybe we
should consider a stock option plan. What do you
think?"
This is a consumer product company that grew from
$2MM to $10MM over a five-year period with almost
total emphasis on the top line. When they stopped to
catch their collective breath at the end of 2007, they
realized that the bottom line had gone in the other
direction. They then cut staff by 60%, outsourced
some work, and asked everyone to work harder in
order to keep the company afloat. Well, naturally,
resumes immediately hit the street, and Monster and
Craigslist became popular lunchtime (at least!)
website diversions. Good people started leaving,
despite the owner's promises to guarantee four
weeks of severance pay in the event of further
lay-offs.
Here's what I thought:
- The majority of these employees are relatively
unsophisticated, $15-20/hour workers, most of them
probably living paycheck to paycheck. Their
critical compensation issue is keeping ahead of
inflation, especially at the gas pump, since most
of them drive some distance to the plant.
- Reassurance about their job security,
when it comes, will be via the accounts payable
clerk, who will no longer be getting daily dunning
phone calls from all of the vendors. It will also be via
the purchasing manager, who will be able to order
enough incoming product to avoid expensive
"short-ship" deliveries to customers.
- They don't want promises — they want
to know that management has an economic model
that's going to work for the company. It doesn't
take a lot of sophistication for them to understand that
with 50% margins on shipments combined with less
than 8% returns and allowances, the company can
make money. They know that when ship dates are
missed, competitors' products fill the retail shelves,
and there's a significant opportunity cost.
- What are these folks going to do with a stock
option? It can't buy gas. It doesn't pay the
mortgage. You can't offer it to the bank as security for
a loan.
- They need reasons to believe in the
company. They need to see the number
$800,000 at the top of the employee bulletin board
each morning when they punch in, so that they know
the sales target for the month. At the end of every day
they need to see a record of their progress toward
that goal.
- Beyond that, they need some education.
Management has to share the other components of a
positive bottom line: here's the average margin on
today's shipments vs. our target. Here's the
month-to-date return/rework percentage compared to
our goal. Here's evidence that overhead expenses
are under control. Most importantly, here's how
each of you employees can contribute to achieving
our goals.
- It takes a couple of months. That's all. When
employees achieve their production goals and
expenses stay in line with the plan, the bottom line
turns black. People start getting reassured:
everyone understands a positive bottom line. It
means that the vendors get paid, the bank gets paid,
and my job still exists.
- It also takes timely and accurate financial
statements. Because then you can establish
incentives: a 10% bottom line this quarter means an
extra week's pay for everyone (effectively a 7.7%
bonus). That's what puts gas in the tank and food on
the table for the vast majority of employees in this
country.
Don't get me wrong. Stock options can work out
well, though a lot of dot-commers (dot commas?)
were disappointed a few years ago. For senior
managers and others with a strategic perspective for
whom such awards constitute discretionary income,
aligning rewards around an exit strategy can produce
a powerful set of incentives. For the rest of the
team, however, the absence of an immediate pay-off
may mean "here today, gone tomorrow" as they
consider their options.
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Alligator Bites
"Francesco Pompei, president of Exergen, in
Watertown, Mass., thought he was just dismissing a
worker when he fired an employee who had been
granted company stock. However, the employee's
lawyer claimed in court that his client was no ordinary
employee. Instead, the lawyer argued, he was a
minority shareholder whose fiduciary rights had been
violated by the firing. The ensuing court battle lasted
eight years. 'I hadn't the foggiest idea it would end up
this way,' Pompei says today of the long, costly legal
dispute.
"Pompei was fairly lucky. Even though two lower
courts had decided in favor of the employee, the
Massachusetts Supreme Judicial Court ultimately
sided with the employer. In the meantime, Exergen
had bought back the employee's stock.
"Is your company at risk? The most likely target for
this type of lawsuit is a closely held company that has
granted stock selectively to a small number of key
employees. Although sharing equity can be a great
way for small, growing companies to recruit and keep
talented workers, too many business owners grant
stock blindly, without writing sound shareholder
agreements. Remember, if you grant equity
selectively to an individual employee, your
relationship changes forever. In particular, as Pompei
found, you may encounter problems if you try to fire a
minority shareholder. 'The employee will argue in
court, "the company didn't fire me for cause but as an
excuse to freeze me out of my investment,'" says
Scott.
"If you do decide to give company stock to
employees, notes Scott, many disputes can be
avoided simply by putting both parties' expectations
in writing, up front. Here are five points that he thinks
should be included in the shareholder agreements
with your employees.
- "State that the employee's status is unaffected
by the grant, i.e., that an at-will employee who
owns stock remains an at-will employee.
"Give yourself the right to buy back the
stock if the employee is fired, quits, becomes
permanently disabled, goes bankrupt, or dies.
"Give your company first right of refusal if
the employee wants to sell or transfer stock.
"Include a noncompete agreement. After
all, shareholding employees have access to inside
information.
"Recommend that employees have their own
lawyers review the agreement. Otherwise, an
employee might say later, 'You put something in front
of me that I signed. I was relying on the company's
attorney.'"
— from Inc.com, The Daily Resource for
Entrepreneurs
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About Us
Financial Managers helps the managers of smaller
companies and non-profit organizations develop
reliable financial information for operational
decisions.
On an affordable retainer basis, FM serves as
the
part-time controller and senior financial manager for
multiple clients, leading them to profitability and
positive cash flow.
The goal is for the organization
to outgrow Financial Managers' services, at which
time FM will take the lead in identifying and hiring the
right full-time financial person for the firm, and effect
a smooth transition to his or her management.
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Financial Managers Trust
781-799-5737 | FAX 781-788-9794
PO Box 2 Lexington MA 02420
PO Box 1527 Fort Myers FL 33902
www.finman.com
To read our privacy policy click here. © 2008 Financial Managers Trust. All rights reserved.
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DRAINING THE SWAMP
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A Statistical Profile of Employee Ownership*
| Type |
ESOPs, stock bonus plans, & profit-sharing
plans primarily invested in employer stock |
| No. of Plans |
9,774 |
| No. of Participants |
11.2 million |
| Asset Value |
$928 billion+ |
| Type |
401(K) plans primarily invested in employer
stock |
| No. of Plans |
748 |
| No. of Participants |
1.5 million |
| Asset Value |
$133 billion |
| Type |
Broad-based stock option plans |
| No. of Plans |
3,000 |
| No. of Participants |
9 million |
| Asset Value |
(several hundred billion)** |
| Type |
Stock purchase plans |
| No. of Plans |
4,000 |
| No. of Participants |
11 million |
| Asset Value |
** |
*as of February, 2008
**not realistic to estimate
Source: The National Center for Employee
Ownership
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