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Designing an ESOP to Create Behavioural Change

Employee Ownership

Designing an ESOP to Create Behavioural Change

By , July 3, 2023
new blog

Ladder to equity explains why cash bonuses and discretionary bonuses don’t always work well and can create negative behaviour. 

Profit share plans can work, and the only (main) criticism is that they focus on short-term behaviour and performance over one quarter or one year.  

Using a profit share style program to fund (or help fund) an equity plan may be the best solution for many businesses.

When we design the equity plan mechanisms, we need to create a system that combines funding and allocation models that encourage the behaviour we need to promote to build long-term equity value in the business.

Funds to acquire shares (6 methods):

  1. Tax-exempt (gifting) to each employee – limit of $1,000 per person per annum.
  2. Salary sacrificing (pre-tax dollars deducted from employee salary to buy shares) – limit of $5,000 per person per annum.
  3. Buy shares at market value (or less than a 15% discount).
  4. Borrow to buy shares ( typically in professional services firms through lenders like Macquarie Bank).
  5. Profit share plan – a percentage of profits above a benchmark (target) profit level is contributed to the plan on behalf of employees.
  6. Company contribution to the share plan based on a KPI, bonus scheme or discretionary basis.

Allocation of shares once acquired:

Methods 1, 2, 3 and 4 are simple to allocate as they are funded by or for the employee, and the dollar amount can only be used to acquire shares.

Methods 5 & 6 require a method to allocate the dollar amount received amongst the invited employees. The most common method is to apply a simple formula to calculate the % of the total each employee is entitled to – so, for example:

Salary * performance score.

Salary * years of service.

Team-based performance score * individual performance score.

Sales $ above annual sales target * net promoter score.

Value of client book managed * peer review score.

Example using salary & performance score with 3 employees:

John Smith – salary of $100,000 and performance score of 90% = 90,000 – equal to 34%

Fred Jones – salary of $150,000 and performance score of 70% = 105,000 – equal to 40%

Irene Chen – salary of $70,000 and performance score of 98% =68,600 – equal to  26%

Total – 263,600

These (and any other) KPIs can be combined, and other formulas constructed/combined – focusing on behavioural change. The only caution is to keep the overall model fairly simple and easy to understand (by employees).

Feel free to reach out via info@successionplus.com.au if you want to know more about this topic.

Craig West

Craig West

Executive Chairman | Succession Plus

Craig West is a strategic accountant with over 20 years of experience advising business owners. His background as a CPA in public practice has provided invaluable experience in the key issues of concern to business owners.

In March 2014, Craig was appointed Executive Chairman of the SME Association of Australia, Australia’s largest small business organisation representing over 300,000 business owners.

In October 2014, he was awarded the Exit Planner of the Year at the Exit Planning Institute Annual Conference in Texas, USA, due to his innovative development of an exit planning process to help business owners maximise business value and achieve a successful exit.

Craig’s proprietary structure - a Peak Performance Trust - has won the Australia-wide award for the Employee Share Ownership Plan of the year twice in four years.

In November 2018, Craig launched SME Experts in partnership with Mark Bouris’ Mentored on Podcast One and quickly grew the monthly podcast audience to over 26,500 downloads; in October 2019, he released a new podcast focused on medium-sized businesses - Mid-Market Matters.

In July 2021, Craig joined the NSW Committee for STEP (Society of Trust & Estate Practitioners) – focusing on advising families across generations.

Craig has also launched a SaaS platform, Capitaliz (which captures the 21-step process), to assist other advisers internationally deliver advisory services at scale.

In November 2021, Craig was appointed Executive Chairman of NSW Leaders, a business mentoring group for leading NSW businesses.

In July 2022, Craig West received the award of Doctor of Business Administration for his research thesis titled “Examination of the key factors driving business exit options in Australian Small and Medium Enterprises.”

Craig is passionate about encouraging business owners to think strategically, maximise the value of their business and achieve a successful exit.