Curated by: Rubric Advisors
Equity Compensation
Executive Compensation, Understanding the Full Package
Executive compensation extends well beyond base salary to include bonuses, equity awards, deferred compensation, and severance. Evaluating the full package requires understanding each component.
Executive Compensation, Understanding the Full Package
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Components of Executive Compensation
- Base salary, annual cash bonus, and long-term incentive plans (equity or cash)
- Deferred compensation arrangements that defer taxes on earned income
- Benefits and perquisites such as supplemental insurance and financial planning
- Severance and change-of-control protections negotiated in employment agreements
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Full Guide
Components of Executive Compensation
- Base salary, annual cash bonus, and long-term incentive plans (equity or cash)
- Deferred compensation arrangements that defer taxes on earned income
- Benefits and perquisites such as supplemental insurance and financial planning
- Severance and change-of-control protections negotiated in employment agreements
Evaluating Total Compensation
- Compare total comp across offers since base salary alone is often misleading
- Equity awards should be valued using realistic assumptions about future price
- Vesting schedules determine when equity compensation is actually accessible
- Factor in deferred compensation present value and forfeiture risk if you leave early
Bonuses, Incentives, and Clawbacks
- Annual bonuses are typically tied to company and individual performance metrics
- Long-term incentive plans may include RSUs, stock options, or performance shares
- Signing bonuses compensate for forfeited compensation and often have repayment clauses
- SEC rules now require public companies to adopt clawback policies for executives
Change-of-Control and Severance Provisions
- Change-of-control clauses trigger accelerated vesting or cash payouts upon acquisition
- Section 280G imposes a 20% excise tax on excess parachute payments
- Severance terms vary widely; 6 to 24 months of base salary is common for executives
- Good reason clauses let executives resign with severance under certain conditions
Supplemental Retirement Plans (SERPs)
- SERPs provide retirement benefits above qualified plan limits
- They are nonqualified plans subject to Section 409A timing and distribution rules
- Benefits are unsecured and represent a general obligation of the employer
- SERPs can significantly enhance retirement income but carry employer credit risk
Perquisites and Insurance Benefits
- Split-dollar life insurance shares costs and benefits between employer and executive
- These arrangements can serve estate planning or wealth transfer purposes
- Other perks may include financial planning allowances and legal fee reimbursement
- Tax treatment of executive perks has become more restrictive under recent tax law
Negotiation and Tax Planning
- Leverage is highest before signing; negotiate comp structure, not just total amount
- Allocating more to deferred comp or equity can shift income to lower-tax years
- State tax residency at the time of vesting or payment affects the tax bill
- Work with tax and legal advisors to model after-tax value of each component
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