good data gone bad slide 1 the national association of stock plan professionals
TRANSCRIPT
GOOD DATA GONE BAD
Slide 1
The National Association of Stock Plan Professionals
Speakers
Paula Woodman, Director, Client Services, Charles Schwab & Co.
Nicole Dmitruchina, Financial Reporting Specialist, EASi
Steve Madeira, VP of Operations, EASi
Marianne Snook, SOS
Jim Vincent, CEP (Moderator)Manager, Consulting Services – E*TRADE
Slide 2The National Association of Stock Plan Professionals
Why this panel? Why now?
Background on each speaker’s perspective Data issues are NOT seasonal! With the economy in flux, companies may be
Downsizing Considering other vendors Hiring in cheaper, less experienced help
All contribute to potential data issues down the road
Slide 3The National Association of Stock Plan Professionals
Impact of “Bad” Data
Report errors – some may require assistance of your vendor to understand impact
Incorrect shares available for grant Brokerage participants may be allowed to exercise shares
they are not entitled to exercise Incorrect reporting to brokerage participants Incorrect information appears in participant accounts on their
brokerage site
Slide 4The National Association of Stock Plan Professionals
Impact of “Bad” Data
Incorrect/missing disposition or tax reporting (for ISO/NQ data confusion)
Incorrect information displayed on financial reports Some data issues may result in system performance issues
Slide 5The National Association of Stock Plan Professionals
The National Association of Stock Plan Professionals
Common Causes
Mergers & acquisitions
Repricings
Exchanges (especially options to restricted stock)
Stock splits (especially reverse)
409A tender offers (fixing “back-dated” options)
Improper table set-up (e.g., Tax Table)
Conversion from one vendor to another
Past stock administrators
Inserting data in back-end through scripts
Slide 6
The National Association of Stock Plan Professionals
Common Causes
Consultants
Granting ISOs to non-U.S. participants
Partially canceling grants
Changing Account IDs
Layoffs and rehires
Forgetting to process valuations for option grants
Improperly deleting records
Slide 7
System Transition/Outsourcing
Recordkeeping data review and clean up items most commonly seen when making a change:
Missing data Participant information Tax rates and or jurisdictions Missing term dates
Bad or inaccurate data Grant or transaction information Vesting information Plan rules Share balances
Historical data All data needs to be as accurate as possible
Slide 8The National Association of Stock Plan Professionals
Transition/Outsourcing (continued)
Be willing to accept change
Identify current workarounds to determine how to be use new system/provider
Data flow make work differently
Plan for major events if at all possible Historical data: Identify major events
Communication is key Identify project manager and department contacts Audit thoroughly during implementation
Slide 9The National Association of Stock Plan Professionals
Corporate Actions & Events
What should you watch out for when preparing and what lessons have we learned from our multiple experiences in these areas:
Mergers and Acquisitions
Define what history you will need to keep Define how you will identify plans, participants, grants, etc. Can your recordkeeping system support your needs How and who will communicate to employees. Very
detailed information Work closely with all contacts (stock admin, broker, TA) at
other company
Slide 10The National Association of Stock Plan Professionals
Actions & Events (continued)
Option exchanges/Tender offers
Define the population offered the exchange Analyze pros/cons from employees’ and company’s
perspective Identify what data will be provided and to who How and who will communicate to participants Can you do this or will you need vendor Understand all of the rules around the type of offer Accounting/Tax effects of modifying awards
Slide 11
The National Association of Stock Plan Professionals
Performance Shares
What have we seen and what should you know about issuing and administering:
Understand how they will work and how will you administer Who will receive them? How will they be measured? How will you educate the participants? How will you inform the participant of achievement or lack of
Identify what your systems can support Issuance and Vesting Reporting Probability tracking Accounting impact
Slide 12The National Association of Stock Plan Professionals
Identifying “Bad” Data
Spring cleaning – make time for it
Be VERY familiar with your database
Watch for information that doesn’t look right on reports
If you have a stock administration team, then have well documented procedures for auditing data periodically
Audit data after consultant covers stock administration
Have a second set of eyes look at the information
Sometimes the errors are not obvious and others can help you find it
Slide 13The National Association of Stock Plan Professionals
The National Association of Stock Plan Professionals
Identifying “Bad” Data
Run audit and validation reports
Search database for missing, inconsistent or illogical transactions and print a summary of each transaction
Sorted by severity and by message Documentation for the report shows:
Error message language What may be causing the issue How severe the issue is Reports that may be impacted by issue Steps for correcting the issue
Slide 14
The National Association of Stock Plan Professionals
Identifying “Bad” Data
Issues that might not be found by audit/data check/validation reports
Non-alphanumeric or unexpected values in grant Number field (e.g., “-”)
Lost links between Parent and Child grants from old cancel/ regrants
Slide 15
The National Association of Stock Plan Professionals
Common Errors
Grant date is after cancel date
Missing FMVs
Shares exercised exceed shares granted
Option exercise after vest cancel date
Vest dates are out of order
Release date before grant date or after expire date
Zero shares granted
Disposition shares exceed shares exercised
DDs for non-ISO records
Slide 16
The National Association of Stock Plan Professionals
Fixing “Bad” Data
Get management approval before “fixing” any data Manual correction Export data, fix it and then re-import If data issues cannot be fixed by you and they are preventing
system from running properly, get help Consultants Peers in Equity Compensation
Slide 17
Auditing Data
Tools Run Data Check/audit/validation reports often
(especially after each import) Best Practices
Have a centralized person auditing entire database for the entire company
Carefully monitor import activity Run appropriate audit report after each import – don’t
assume everything is complete or correct
Slide 18The National Association of Stock Plan Professionals
Auditing Data
Have audit processes well documented Once identified, fix issue as soon as possible
Especially during implementation or when there are changes in stock administration
If not fixing an issue, document the reason why
Slide 19The National Association of Stock Plan Professionals
Good Data Gone Bad
Paula Woodman, Director, Client Services, Charles Schwab & Co.
Nicole Dmitruchina, Financial Reporting Specialist, EASi
Steve Madeira, VP of Operations, EASi
Marianne Snook, SOS
Jim Vincent, Manager - Consulting Services – E*TRADE