Phoenix-Sacramento Chapter WebcastTop Mid-Year Administrative Items to Consider

JULY 2015

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NASPP 23rd Annual Conference

• October 27th – 30th in San Diego, CA• Register now, before August 7 to save money

before the price increases.

Phoenix NASPP Chapter

• Announcements– Board of Director (BOD) Nominations are coming up in

August • Nominees must be:

– Members of NASPP– Local to the chapter (live in Phoenix metro area)

– BOD elections will take place during the September 17, 2015 meeting

Please note these changes from prior years and be on the look out for upcoming emails.

Mid-Year Review

Agenda– Plan Documents– Participants, specifically officers– Educational Resources/Participant

Communication/Other Communication– Procedural Review– Changes/Other: Tax, Accounting, Payroll

Mid-year Review

Plan Documents:• Are you familiar with

plan provisions in the event of:– Death– Divorce

Mid-year Review

Plan Documents:• Are beneficiaries permitted?• Are share transfers allowed?

Mid-year Review

Plan Documents:• What are specified share reserves?

– Review share pools– Evergreen provisions

• Other:– Review/rewrite grant agreements

» Paper maintenance or move to online

Mid-year Review

Plan Documents:• Changes:

– Will there be a new equity type?» Do you need a new plan?

– Do you want to make policy changes?» Review plan to see what’s allowed

Mid-year Review

Participants:• Status and Contact Information

– Terminations/ Retirees– Upcoming Changes

» Terminations/retirees» New hires

– Identify Expatriates

Consider how these participants are coded in your administration system and could there be a better way?

Mid-year Review

Participants:• Disqualifying Dispositions

– Are you familiar with all IRS requirements?– Know when you/your service provider sends surveys– Who receives surveys and tracks dispositions?

Helpful summary of IRS Filing and Reporting Requirements listed under NASPP Year-End Procedures.

Mid-year Review

From Fenwick & West:

Mid-year Review

Participants:• Tax Rates

– International Participants– Reach out to foreign payroll

Based on Morgan Stanley/NASPP’s recent 2014 survey on Mobility, outsourcing the mobile population is a popular choice. Do your tax consultants have what they need?

Mid-year Review

Participants Con’t.:• SEC Filing

Codes/Keys– Insiders– 10b5-1 plans– Legal Review– Any changes sent

to applicable service providers

10b5-! Checklist from: http://www.naspp.com/members/dlib/files/n671.htm

Mid-year Review

Educational Resources/Participant Communication:• Review prior communication and response rate

– FAQs» Taxes

– Training Manuals– Calendar of Events

» Trading windows» Enrollment dates

Mid-year Review

Participant Communication – Sample Trading Window Notice:

Mid-year Review

Educational Resources/Participant Communication:• Upcoming Events

– Large Lapses/Vesting– Expiring Options– Purchase– Year-End

• Participant Communication• Internal Communication

Mid-year Review

Internal Planning – Sample Calendar (from http://www.naspp.com/ChapterEventFiles/e3228_Delves_Presentation.pdf ):

Mid-year Review

Educational Resources- RSU Vesting Sample FAQs:

Mid-year Review

Other Communication:• Vendors

– Are new services required?– Do contact lists need to be updated?– Is there a need for custom reports?– Will there be any upcoming changes to your plan or grants that

your current service provider needs to be aware of?

See NASPP’s “Vendor Management Portal” for materials on the vendor search process and vendor analysis.

Mid-year Review

Procedural Review:• SOX

– New Grant Process– 10b5-1 processes– Transaction processes– Month-end close process– Are there any errors that need to be corrected?

Mid-Year Review

Sample Stock Plan Process – New Grant (from http://www.naspp.com/members/dlib/files/n612.htm):

Mid-year Review

Procedural Review:If haven’t already identified areas internal controls are

risk areas, see:http://www.naspp.com/

members/Portal/InternalControls.htm

Mid-year Review

Mid-year Review

Other:• Contact Lists

– Distribution lists

• 1099– audit

• Payroll (Taxes)– W2 audit– Last payroll run of calendar year

» Deadline for deliverables

Mid-year Review

Other:• Payroll (Taxes)

– Tax rate/tax limits– Tax Withholding changes– Mobility– Documentation

• HR– Year end communications

Mid-year Review

Other:• Deliverables

– Deadlines– Reports– New Reporting Requirements– All procedures documented?

Mid-year Review

Other:• Accounting

– FR change or methodology change» Forfeiture rate review» Are you using a Static or Dynamic approach?

– Assumption changes– Cost center or group changes

Mid-Year Review

PWC – Stock Compensation 2014 Assumption and Disclosure Study

TSRPU00104

Mid-year Review

Questions ?

Mid-year Review

Thank You for participating! Please visit our respective chapter sites for the presentation webcast.