powerpoint presentation · director, executive compensation and governance anubhav's mantra...
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E-Learnings
Online Discussion
Learning Lab
Assignment
Comprehensive
Assessment
LTI is defined as ‘Variable compensation earned over a period of more than 12 months’
Long Term Incentives
Share Based Cash Based
– Stock Options
– Stock Settled
SARs
– Restricted Stock
– Performance Shares
Full Value
SharesAppreciation
Based
– Cash Settled SARs /
Phantom Stock
OtherAppreciation
Based
– Phantom Units
– Long Term Performance
Cash
– Long Term Cash Plan
– Profit Share Plan
Indirect
The exact nature of Long Term Incentive pay depends on the employee behaviors that the plan is trying to
drive as well as the business outcomes it is trying to achieve
It is important that the plan objectives are clearly articulated and the plan design is aligned with the same.
This is critical to ensure success of the plan.
Ownership: Gives
employees a stake in the firm
and nurtures a ‘growth
partnership’ between
executives and shareholders
Sustained Performance:
Rewards long term
performance rather than short
term spikes. Encourages
employees to think of long
term health of the company.
Retention: Can help retain
critical employees through
retention hooks as it makes
the cost of separation high
Competitive Advantage:
Can attract top talent from the
industry thus enabling the
organization to build its
competitive advantage over
time
Motivation: Clear line of
sight of personal growth, tied
with company’s sustainable
growth, is a source of
motivation
Agency Theory: Addresses
problems associated with
agency theory of corporate
governance. Helps
shareholders (principals) build
trust on executives (agents)
Wealth Creation: Ensures
that performance translating
into financial success of the
firm lets employees create
and accumulate wealth in the
long-run
Communicates Commitment:
Compensation of executives
through LTI reflects their
commitment towards the
organization and drives a positive
growth mindset
Employer View
Employee View
• Business strategy
• Long term business plan
• Stage of the organization life-cycle
• Alignment to overall rewards strategy
• How much and how to pay
• How much to differentiate
• Gap from the desired pay positioning
• Possible issues in integration etc.
• Internal parity
• Specific information about competitors for talent
• Awareness of market best practices
• Application of learnings to own context
• Financial feasibility
• Account for drain on financial resources
• Assess shareholder comfort
• Compliance with Rules and regulations
• Governance imperatives
• Best practices
Choosing the right LTI
instrument that meets
the plan objectives
Who should participate in
the LTI plan
How do determine the
Target LTI value
Time period that should
lapse before employees
can exercise their options
Performance criteria
employees or the firm
should meet for award /
options to vest
Time available to
employees to exercise
their vested stock based
awards
12
Clear
Alignment with
Objectives
Simple to
understand
Stakeholder
Acceptability
Properly
communicated
& Implemented
Stable yet
Flexible
Compliant
Properly
Governed and
Administered
Fair &
Transparent
An Effective
LTI Plan
Online Learning Modules* Online Discussion Boards*
Learning journey spanning across two contact classes and a comprehensive online assessment
*Active for one year
Day 1 Day 2 Assessment
LTI Strategy
&
Instruments
Final
AssessmentLTI Design
Design
Simulation
Post Design
ConsiderationsGovernance
E-learning
Class Participation
Assignments
Final Assessment
• Final Assessment can only be taken
after attending all five modules
• Minimum 50% is required in the final
assessment
• At least 50% aggregate score is required to
complete the certification
Objectives
Outcomes
• Articulate how LTI drives business outcomes and
employee behaviors
• Position LTI as a competitive advantage for the
employer
• Differentiate between different LTI instruments and
understand implications of each
• Select stock-based or cash-based vehicles as per
their relevance to organizational context
LTI Strategy & Instruments
The ‘what’ and ‘why’ of LTI
• Integrate LTI into the total rewards strategy of an organization
• Assess the need of having LTI in an organization
• Understand what an effective LTI strategy should be
• Explore different share-based and cash-based LTI vehicles like
Stock Options, Restricted Stock, Performance Shares, Long
Term Cash and Phantom Stock
Objectives
Outcomes
• Define key plan design elements such as eligibility, quantum,
plan period and performance conditions
• Understand option pricing technique and determination of grants
• Gather conceptual understanding about expensing of share
based payments & impact on Dilution and Earnings per Share.
• Learn about key regulations governing LTI, expensing and tax
implications in India through an excel based activity
• Understand market prevalence of LTI instruments
LTI Design
Introduce design considerations
• Outline LTI plan features in line with objectives
• Build capability to deal with complexity in LTI design
• Compute potential benefits for the employee
• Compare benefit to employees with the cost to the
company for select LTI instruments
• Incorporate market information in LTI design and
implementation
Objectives
Outcomes
• Recognize key drivers and outcomes of an LTI plan
• Visualize the LTI design process through a simulation of different
business contexts.
• Draft LTI Plans in line with the business scenario and HR
context
• Apply various techniques related to LTI to see impact on related
aspects
Design Simulation
Technicalities of LTI Plan design
• Appreciate real time challenges associated with LTI
plan design
• Focus on what’s relevant with respect to LTI plan
design and solve for the key problem areas
• Understand the expensing nuances through a case
study
• Enhance LTI plans based on organizational context
Objectives
Outcomes
• Appreciate the approval process for different LTI plans
• Learn about stock based plan with no equity dilution
• Identify alternate approaches to determination of option grants
• Understand treatment of LTI in special cases such as New Hire,
M&A and modification of an existing scheme
• Learn about commonly followed retirement and termination
provisions• Learn alternative approaches to deciding select plan
features
• Appreciate and resolve special situations post plan
design
• Deal with LTI grants from previous employer in case
of a new hire
• Modify LTI plans based on critical external or internal
changes
Post Design Considerations
Special topics in LTI
Objectives
Outcomes
• Recognize risks associated with LTI
• Understand LTI plan governance and the role it plays in
implementation
• Learn about evolved Corporate Governance practices
• Emphasize need for transparency and stakeholder buy-in for LTI
strategy and plans
• Be aware of potential risks to long term employee
behaviors
• Ensure LTI plans are designed and implemented
within governance structures
• Enable smooth transition from design to
implementation of LTI plans
Governance
Managing risks associated with LTI
Anubhav leads Aon’s Executive Compensation and
Governance practice in South Asia. He has been working in
this area for more than 12 years and specializes in designing
long term stock and cash based incentive programs, executive
pay benchmarking and structuring.
He also leads the technical side of share based compensation
for Aon in India and works extensively in the areas like fair
value calculation for share based compensation programs for
grant size and expense determination under Indian GAAP, US
GAAP and IFRS.
Anubhav has worked extensively in the area of Executive
Compensation across industries like manufacturing, BFSI,
IT/ITES, Pharmaceuticals and FMCG. He works closely as a
consultant to Nomination and Remuneration Committee of the
Board for number of companies and advise them specifically
on executive compensation and long term incentives matters
Anubhav also works with Nomination and Remuneration
Committees on defining the evaluation process for the Board,
Committees and Directors, articulation of remuneration
philosophy for Directors, Key Managerial Personnel and
Senior Management
Anubhav Gupta
Director,
Executive
Compensation and
Governance
Anubhav's Mantra
Keep it simple
Dinkar works in the area of executive compensation including
design of short and long term incentive programs, executive
pay benchmarking, non-executive director compensation
benchmarking and board evaluation.
He is also involved in the technical side of share based
compensation and focuses on fair value calculation for share
based compensation programs for grant size and expense
determination under Indian GAAP, IFRS and IND-AS.
Dinkar partners with various clients across industries, and in
different life cycle stages on different elements of Executive
Compensation and Governance.
Prior to joining Aon, Dinkar worked as a macro economist
covering emerging Asia and Latin America and later led the
business strategy and planning team at a large multinational
bank.
Dinkar Pawan
Consultant,
Executive
Compensation and
Governance
Dinkar's Mantra
Details create the
big picture
Sanford I. Weill
In his current role at Aon, Aditya has worked extensively for
executive compensation benchmarking for CEO and top
management teams. He has also worked on designing long
term incentive plans in listed as well as unlisted
companies, across various stock based and cash based
vehicles. Aditya has also worked on board compensation
assignments. His research in the area of compensation has
been published in internal and external publications.
Prior to his role in executive compensation, Aditya has
worked as a Senior compensation consultant supporting
financial institutions. In this profile, he has worked on
projects across job evaluation, sales incentive plans,
rewards philosophy, pay range design, pay for
performance studies and productivity studies. He had also
worked on end to end HR and rewards set up for a new
bank.
A production engineer from College of Engineering, Pune,
Aditya holds a PGDM (PMIR) from XLRI, Jamshedpur.
Aditya started off his consulting career with KPMG as a
part of their HR consulting team. At KPMG, he worked with
State Governments, Power Utilities & Maharatnas on HR
transformation, Skills Development and Leadership
Development.
Aditya Nanavaty
Senior Consultant,
Executive
Compensation and
Governance
Aditya's Mantra
The best way to predict
the future is to create it
Peter Drucker
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