Revving Up ESPP Participation Rates: New research offers clues about key drivers of Employee Stock Purchase Plan participation. Renewed interest in Employee Stock Purchase Plans (ESPPs) prompted Fidelity Stock Plan Services and Radford to undertake a comprehensive research project to examine the prevalence of plan design features and how those various features impact employee participation rates. Our research provides new insights into what drives ESPP participation, the prevalence of various plan design features, and how these features impact participation. Our goal is to help companies gain a better understanding of the relationship between plan design features and plan participation in order to select the right combination of features to meet their goals. ESPPs through the Ages Analysis Population: 137 ESPPs 2.9 million eligible participants The scope of this research covers a wide swath of U.S. and non-U.S. plans and participants.1 Prior to FAS 123(R) (now ASC 718), ESPPs were a common component within many companies’ equity compensation toolbox. Section 423 plans, as well as nonqualified plans, could be offered without including any compensation expense, and only footnote disclosure. For companies that offered an ESPP, the plan generally offered the maximum 15% discount available under Section 423, as well as a look-back feature. Beginning with FAS 123(R), however, ESPPs triggered a compensation expense for the plan sponsor. As a result of these accounting changes, as well as increased concerns about dilution and stock programs, some companies reevaluated their ESPPs. By converting to a “safe harbor” plan (one that offers a discount no greater than 5% and no look-back feature), companies were able to eliminate ESPP compensation expense. However, the reduction of benefits available in these ESPPs also triggered a reduction in plan participation and a perception that these plans were not highly valued by employees. KEY TAKEAWAYS: • Despite the challenges imposed by FAS 123(R) (now ASC 718), ESPPs are still an important component of many equity compensation plans. • ESPPs can help promote an ownership mentality across a broad base of employees at a relatively low cost. • Plan design changes, particularly those related to discount rates and look-back periods, often have the biggest impact on participation rates. Current ESPP Landscape In recent years, ESPPs have garnered increased attention from plan sponsors. Part of this attention is attributable to the growing gap within companies between employees who have equity compensation and employees who do not. This gap is partly because companies have continued to focus long-term incentives (LTIs) such as restricted stock, performance awards, and stock options, on key contributors. Yet the beneficial aspects of equity compensation are valuable to employees at all levels of an organization. Equity compensation is intended to align the interests of employees and shareholders, provides a reason for employees to think about company stock price, drives attraction and retention of employees, and allows employees to share in the success of the company. Making these attributes of equity compensation available only to employees who receive LTIs creates a gap within the organization. In recent years, ESPPs have increasingly been used as a tool to bridge this gap and provide equity compensation benefits to a broad base of employees. Employers and employees often perceive ESPPs differently than they do LTI awards. Companies more often classify restricted stock and stock options as a form of compensation.2 However, the voluntary broad-based nature of ESPPs, along with the fact that they are funded through payroll deductions, causes many employees to view them as more typical of a benefits program. From the perspective of both employers and employees, ESPPs offer several benefits, including: • Broad based—ESPPs are generally available to all employees of the company, and participation is voluntary. • Global appeal—In many cases, an ESPP is the only compensation or benefits program that is available to all employees. As a result, it can send a unifying message to a company’s entire employee population. • Guaranteed appreciation—With the right combination of discount, look-back, and offering period, ESPPs can be designed to guarantee a value delivery. • Cash inflow—Employees contribute to the plan via payroll deduction, providing a cash inflow to the company. Many commonly used LTI awards, such as restricted stock and performance awards, do not provide any cash inflow. • Employee engagement—Research shows that all forms of equity compensation have a positive impact on employee engagement, such as increased loyalty and motivation. ESPPs also help drive stock price awareness, with 85% of participants knowing the current value of company stock.3 • Employee satisfaction—Fidelity research also shows that U.S. ESPP-only participants (those with no stock option or restricted stock grants) were more satisfied with their equity compensation plans than participants who received stock options, and were nearly as satisfied as those who received restricted stock. Non-U.S. ESPP-only participants were more satisfied than those who received stock options or restricted stock.4 • Non-excessive—Due to the constraints of Section 423, ESPPs are inherently non-excessive. Employees can purchase no more than $25,000 of stock per year. • Minimal share usage (and shareholder concern)—The limits associated with ESPPs result in a reduced and manageable share usage. Generally, shareholders have voiced little or no concerns about approving ESPPs. • Expense efficiency—Compared with other forms of equity compensation, ESPPs generally have a lower per-share valuation. In addition, the limited number of shares purchased under the plan results in a comparatively small compensation expense. • Corporate tax deduction—ESPPs provide a corporate tax deduction for the company in the event a participant makes a disqualifying disposition for a Section 423 plan and upon purchase for a non-Section 423 plan. Plan Design Considerations Within the constraints of Section 423, companies have a wide range of choices with regard to ESPP design features, and these features can have a profound impact on ESPP participation rates. Key features include discount, availability of a look-back provision, and offering period length. However, a variety of other features, including sale restrictions, transfer restrictions, limitations of contributions, ability to withdraw, and opportunity to increase/decrease contributions, are also available and can impact participation and/or administration. For plan sponsor use only. 2 REVVING UP ESPP PARTICIPATION RATES For U.S.-based companies, the first consideration is usually whether the plan will be qualified under IRC Section 423 or not qualified. Section 423 plans lay out certain criteria that must be met, including classifying eligible employees, permissible exclusions, the maximum length of an offering period, and the maximum discount that can be offered. For multinational companies, special care must be taken in each country where a plan is offered to ensure that the plan is compliant with local laws. Whether qualified or nonqualified, most plans must consider the same features, most of which have a related impact on participation in the plan. These include: • Length of offering/purchase period—How frequently will participants purchase shares? Will offering and purchases coincide, or will the company offer a longer offering with multiple purchase periods? • Discount—Will the company offer a discount on the purchase of stock? For nonqualified plans, will the company provide a dollar or a share match in lieu of a discount? • Purchase price—Will the company determine the purchase price using a look-back or base it on the purchase period ending price? • Increases/decreases in contributions—Will participants be allowed to change their contribution election in the middle of a purchase period? This increases the administrative burden and introduces an accounting consideration, but it allows for more flexibility for participants and is an important consideration for longer offering periods, as employees may prefer the flexibility to adjust their contribution amounts. • Maximum shares—Section 423 plans are required to specify a maximum number of shares per person, per offering period, in order to use the offering begin date as “grant date” for tax purposes. This is in addition to the IRS $25,000 annual limit. • Post-exercise holding periods (sale restrictions)—Will participants be required to hold the shares after purchase? This may be appealing to companies who want their employees to be shareholders and not sell the shares shortly after purchase. The expense for awards with required holding periods may be reduced by an illiquidity discount. However, the loss of liquidity may also have a negative impact on participation. • Transfer restriction—Will employees be allowed to transfer shares to another broker after purchase? For qualified plans, transfer restrictions allow companies to maximize the corporate tax deduction by capturing all of the disqualifying dispositions, while making it easier for plan sponsors to track disqualifying dispositions and manage ongoing tax reporting requirements. • Other considerations—There are many additional technical considerations that must be addressed, although most of these are unlikely to impact employee participation. This includes whether the contribution type is specified as a percentage of pay or in dollars, whether withdrawals are allowed, minimum and maximum contributions, and how the stock price is determined (closing stock price, average of high and low prices, etc.). Prevalence of Design Features Companies frequently inquire as to how their plan or potential plan compares with those of their peers and with the marketplace in general. While market practice is one consideration, a company should carefully consider whether prevalence is actually best practice and, even more important, what makes the most sense for their company and the objectives of their plan. In the case of ESPPs, the prevalent design features do make sense for many companies. The most common type of plan, a six-month offering and purchase period with a 15% discount (with or without a look-back) is relatively simple to understand and administer, and is attractive to employees. Below, we address the prevalence of a wide range of other plan design features in the data set analyzed: Qualified versus Nonqualified Qualified plans under Section 423 are the most common, representing 80% of plans, while nonqualified plans represent 20% of the total. Offering Type NQ 20% 80% For plan sponsor use only. 3 QUAL REVVING UP ESPP PARTICIPATION RATES Length of Purchase Period There is considerable variability among the lengths of purchase periods offered, but a six-month purchase period is the most common. Note that some of the shorter periods are associated with Direct Stock Purchase Plans. These plans offer no discount or look-back, and simply provide an easy way to purchase company stock through payroll deductions. Length of Purchase Period 1 Year 4% 8% 2 Weeks 16% 6 Months 1 Month 39% 33% 3 Months Discount A 15% discount is the most common discount, offered by more than half of companies. For plans that offer no discount on the purchase price, 59% do not offer a match provision, while 41% do. Matches can be share matches or dollar matches, and dollar matches can be flat rates for all participants, or vary based on job level or other company-determined criteria. Matches in this analysis ranged from 10% Discount to 50%, with the average at 22%. Discount 7% 0% Discount - Match 9% 23% 52% 15% Discount > More 9% 0% Discount - No Match 5% Discount 10% Discount Length of Purchase Period Combined with Discount While there are many combinations of purchase period length and discount, six-month plans with a 15% discount are the most common, at 35% of plans. Six-month plans in general represent 46% of all plan designs. Length and Discount 1 Year; All Discounts 4% < 3 Months; 0% Discount, No Match 8% 7% 6 Months; 15% Discount 35% 6 Months; 5% or 10% Discount For plan sponsor use only. 16% 19% 11% 4 < 3 Months; 0% Discount, Match 3 Months; 5% or 10% Discount 3 Months; 15% Discount REVVING UP ESPP PARTICIPATION RATES With or without Look-Back Most plans (64% of companies) set the purchase price based on the ending stock price only, but for plans where the discount is greater than 5%, a look-back is more prevalent at 56% of companies. Pricing Type 1% Look-Back Starting Price 2% 35% Look-Back 64% Starting Price 56% 42% Ending Price Ending Price Price Type Price Type (>5% Discount) Sale and Transfer Restrictions Sale Restriction Most plans do not have post-purchase sale or transfer restrictions. Where in place, transfer restrictions range from three months to two years and are more common for qualified plans, as companies must track the shares until they are sold. For Section 423 plans, companies need to track the sale of shares because the company is permitted a tax deduction for the sale of shares during the disqualifying period. For this reason, companies should consider including a transfer restriction until, at a minimum, the end of the disqualifying period. Companies do have reporting requirements for shares sold at any time, even beyond the disqualifying period and Transfer Restriction Planrestrictions Type make it administratively easier to track sales. upon termination of employment, so longerby transfer Restrictions None Some Restriction 49% 1 Year or Greater 82% 3 or 6 Months 51% 18% QUAL NQ 12% 11% 77% None Transfer Restriction by Plan Type Sale Restriction Impact of Plan Design Features on Participation Rates Participation rates can vary widely, even among plans with similar characteristics, often due to stock price performance. An established culture of equity ownership, employee awareness of equity plans or ESPPs, effective communications, and generous ESPP features can produce extremely high participation rates. Similarly, offering above-average ESPP benefits but little communication about when and how to enroll can result in below average participation levels. Many companies want to know what types of participation rates they can expect to achieve in a newly implemented ESPP, or if they modify an existing ESPP, in order to estimate potential compensation expense and administrative costs. For example, what is the impact of increasing the discount from 5% to 15%? The information below addresses average participation rates across multiple plan features broken out by U.S. participants, non-U.S. participants, and total participants. For plan sponsor use only. 5 REVVING UP ESPP PARTICIPATION RATES Offering Type Qualified versus Nonqualified Qualified plans have higher participation rates than nonqualified plans (22.5% versus 16.8%). This is expected, as 15% discounts are common with qualified plans. Offering Type 25% 23% 18% 17% 18% 10% QUAL Total Participation Rate NQ U.S. Participaton Rate Outside the U.S. Participation Rate Length of Purchase Period Participation rates increase as the length of the purchase period increases, but then they decline on average for one-year purchase periods, although for non-U.S. participants it continues to increase for one-year periods. On average, participation rates dropped from 26.5% for six-month purchase periods to 19.1% for one-year purchase periods. Length of Purchase Period Length of Purchase Period 27% 15% 17% 17% 20% 19% 12% 21% 16% 29% 20% 19% 19% 22% 8% 2 Weeks 1 Month Total Participation Rate 3 Months U.S. Participation Rate 6 Months 1 Year Outside the U.S. Participaton Rate Discount As expected, plans with higher discounts have higher participation rates, with 15% discounts achieving the highest participation. Plans with a 5% or 10% discount average participation rates of 15.0%, compared with 27.5% for plans with a 15% discount. Based on this research, the discount rate appears to be the single most important driver of participation levels in an ESPP. The discount is a simple concept for employees to understand, and it provides an immediate return on their investment. It’s worth noting that nonqualified plans Discount that offer a match have high participation rates as well—22.5% for plans with a match compared with 27.5% for plans with a 15% discount. Discount 22% 28% 24% 18% 12% 12% 12% 13% 8% 8% 0% Discount No Match 0% Discount Match Total Participation Rate For plan sponsor use only. 10% 5% Discount U.S. Participation Rate 31% 23% 19% 12% 10% Discount 15% Discount Plans with a 15% discount, on average, have participation rates nearly double the average of plans offering a 5% or 10% discount. Based on this research, the discount rate appears to be the single most important driver of participation levels in an ESPP. Outside the U.S. Participation Rate 6 REVVING UP ESPP PARTICIPATION RATES With or without Look-Back Look-back features increase participation rates, especially for U.S. participants. Overall, the participation rate for plans using the purchase period ending price is 17.5%, and for look-backs, it is 28.2%. When only plans with a discount greater than 5% are considered, that difference shrinks. However, participation is still higher for look-backs at 28.2%, compared with 22.7% without a look-back. This indicates that participation levels are more influenced by the level of the discount than whether or not a plan has a look-back. The lookParticipation Type back is more difficult for employees to understand than a discount by level,Price which may be why employees seem to be driven to participate primarily by the level of the discount. Participation by Price Type 28% 17% 19% 32% 29% 25% 23% 20% 23% 21% 15% Ending Price 31% Ending Price Look-Back Price Type Look-Back Price Type (>5% Discount) Total Participation Rate U.S. Participation Rate Outside the U.S. Participation Rate With or without Look-Back Combined with the Discount The three charts below show participation rates by price type and discount for total participants, U.S. participants, and non-U.S. participants. We would expect participation rates to be higher for higher discounts and for look-backs, but this chart illustrates that while > More plans with a 15% discount and a look-back have the highest participation rate at 29.0%, plans with a 15% and no look-back also have a high participation rate of 24.7%. The impact of a look-back versusParticipation a purchase price based on the stock priceand did not have as dramatic an impact on participation Rates byending Price Type Discount as might be expected. This indicates that from an employee’s perspective, the 15% discount rate is an extremely important driver of participation. Also, note that nonqualified plans that offer matches have a participation rate of 22.5%, which is similar to the participation level for a plan with a 15% discount and no look-back. Participation Rates by Price Type and Discount Total U.S. 29% 32% 25% 22% 18% 0% Discount No Match 20% 12% 12% 0% Discount Match 5% Discount 27% 24% 13% 12% 10% Discount 15% Discount 0% Discount No Match Outside the U.S. 0% Discount Match 5% Discount 10% Discount 15% Discount 26% 21% 14% 8% 0% Discount No Match 10% 8% 0% Discount Match 5% Discount Ending Price For plan sponsor use only. 7 10% Discount 15% Discount Look-Back REVVING UP ESPP PARTICIPATION RATES Length of Purchase Period Combined with Discount The chart below considers participation rates by length of purchase period and discount. Plans with a six-month period and a 15% discount have, by far, the highest participation rates at 32.4%. Participation by Length and Discount Participation by Length and Discount 36% 32% 25% 20% 14% 14% 23% 22% 14% 15% 11% 11% 8% < 3 Months; 0% Discount Match 3 Months; 5% or 10% Discount Total Participation Rate > More 22% 19% 19% 12% < 3 Months; 0% Discount No Match 25% 23% 3 Months; 15% Discount U.S. Participation Rate 12% 9% 6 Months; 5% or 10% Discount 6 Months; 15% Discount 1 Year; All Discounts Outside the U.S. Participation Rate Annual Contribution Amounts by Length of Purchase Period Combined with Discount The chart below shows the annual contributions by length of purchase period and discount. Plans with a 15% discount have the highest contribution levels, at about $6,400 for six-month plans and $5,900 for three-month plans. Plans with a match have high contribution levels as well, at $5,200. Participation rates and contribution levels can vary dramatically by plan design type. Plans with a 15% discount have the highest participation and the highest level of annual contribution. Annual Contributions by Length and Discount Annual Contributions by Length and Discount $6,414 $5,878 $5,228 $4,581 $4,321 $3,927 $1,944 < 3 Months; 0% Discount No Match < 3 Months; 0% Discount Match 3 Months; 5% or 10% Discount 3 Months; 15% Discount 6 Months; 5% or 10% Discount 6 Months; 15% Discount 1 Year; All Discounts > More For plan sponsor use only. 8 REVVING UP ESPP PARTICIPATION RATES A Culture of Employee Ownership Helps Drive ESPP Participation at Biogen Even within plans of similar design, participation rates can vary widely. A culture of employee ownership and appreciating stock price can help drive ESPP participation rates to lofty heights. At 71%, Biogen’s ESPP participation rate for U.S. employees is more than double the 32% rate of its peers.5 Similarly, the company’s non-U.S. participation rate of 47% is more than double the 21% non-U.S. average. With headquarters in Cambridge, Massachusetts, and a commercial presence in more than 25 countries around the world, Biogen (Nasdaq: BIIB) is one of the world’s largest and most successful biotechnology companies. Since its founding in 1978, the company has fostered a culture of employee engagement and ownership. Virtually every employee receives an annual long-term incentive grant, either in the form of restricted stock units or performance units. “It’s about aligning our employees around our patient-centric mission. Our employees are passionate about the work they do and the lives they can potentially impact. This, in turn, drives greater ownership and desire to have a stake in the company and its future success,” says Elizabeth Sohn, Biogen’s Executive Rewards Leader. This broad-based equity participation has helped raise awareness of the company’s stock performance and is a contributing factor in Biogen’s remarkably high ESSP participation rates, according to Sohn. A steadily rising stock price over the past several years has also helped drive employee interest in the ESPP. “With our long-term incentive awards, we give employees a good reason to think about the stock price, which makes it easier to communicate the benefits of participating in the ESPP,” says Sohn. “With a 15% discount and quarterly look-back, most employees recognize a good deal when they see one.” An ongoing commitment to educating employees about the benefits of the ESPP also contributes to the exceptional participation rates. For example, new hires learn about the ESPP during their orientation program. In addition, an annual enrollment campaign, quarterly reminders, and electronic message boards in cafeterias and near elevators help keep the benefits of participating in the ESPP front and center. Word of mouth among employees is another contributing factor, says Sohn. “The ownership mindset is cultivated at the top and emanates throughout the organization. That sense of ownership has also helped drive employee interest in our ESPP. That’s a trend we hope to see continue.” For plan sponsor use only. 9 REVVING UP ESPP PARTICIPATION RATES Sale Sale Restrictions Sale restrictions can have some impact on employee participation. This is to be expected, as shares with holding requirements are generally viewed as less valuable to participants than shares that are freely tradable. Plans with some sale restrictions, which range from three months to one year, average 17.8% participation rates, while plans without sales restrictions average 22.4% participation rates. Sale Restriction 22% 25% 18% 18% 19% 11% None Total Participation Rate Some Restriction U.S. Participation Rate Outside the U.S. Participation Rate Are Look-Backs Worth the Extra Expense? Plans with look-backs generally have higher participation rates, but they do come at a cost (albeit non-cash) to the company. While compensation expense for ESPPs is low compared with other types of equity, the fair value for a look-back feature is relatively pricey, compared with an ESPP without a look-back. Note: The fair value represents the compensation cost the company recognizes in their financial statements. This “cost” is a non-cash expense recorded by the company. For example, say a company with a $10 stock price, a six-month purchase period, a 15% discount, and a look-back has a fair value of $2.90. Using the same assumptions, but with a purchase price that is 15% of the price on the purchase date, the fair value is $1.49 (15% discount on the share of stock less interest foregone). In this case, the fair value for the plan with a look-back is nearly double that of a plan without it. This causes companies to question whether a look-back is worth the extra compensation cost. Keep in mind that the fair value of $2.90 does not mean that the stock price has to increase by $2.90 for the compensation cost to equal the value delivered to the participant on the purchase date. The 15% discount is guaranteed, representing $1.50 of the fair value. The rest of the value is derived from the potential value to the participant if the stock price increases. The employee is also protected on the downside if the stock price decreases, as employees will purchase additional shares based on the lower ending price. While results can vary for each company, on average, the data indicate that the return realized by employees from look-backs is worth the compensation cost to the company. With a fair value of $2.90, ideally the stock price would increase by $1.40 in order for the cost to be “worth it” from the company’s perspective relative to the compensation expense recognized. If the stock price increases by more or less than this amount, the compensation cost recognized is either less than or more than the value actually delivered. This compares to a plan where the discount is determined based upon the ending purchase price, in which case the value delivered on the purchase date is always equal to the cost recognized by the company. In addition to the prevalence of certain design features and their impact on participation, our study examined purchases for 63 companies that have look-backs. Most of these ESPPs offered a 15% discount but with varying purchase period lengths. The length of the purchase periods ranged from three months to one year, with the average and the median being 0.495 years, or about six months (0.491 years when just considering plans with a 15% discount). For plan sponsor use only. 10 REVVING UP ESPP PARTICIPATION RATES The chart below illustrates the average return (calculated based on the difference between price paid and current FMV; the spread on purchase) for purchases made over the past five years for these companies. For plans with a 15% discount, the average return compared with the price at the beginning of the purchase period was 31.3%. For plans with smaller discounts, the average return was 16.4%. This includes the value of the discount plus the appreciation (if any) of the company’s stock price at the end of the purchase period. Note that only plans with a 15% discount are illustrated because the number of companies with a 15% discount was more significant. Average Delivered for for Plans with Look-Backs Average ValueValue Delivered Plans with Look-Backs 50% 40% 30% 20% 14 14 20 2 Q 13 20 1 Q 13 20 20 4 Q 13 3 Q 13 20 2 Q 12 20 1 Q 12 20 4 Q 12 20 3 20 Average Value Delivered - 15% Discount Q 12 2 Q 11 20 1 Q 11 20 4 Q 11 20 3 Q 11 20 20 2 Q 10 1 Q 10 20 4 Q 10 20 3 Q 10 20 2 Q 09 20 20 1 Q 09 4 Q 09 20 3 Q 20 2 1 Q Q 20 09 10% 15% Discount Trend Line Next, consider the fair values for companies across various volatilities for an ESPP with a six-month purchase period, 15% discount, and look-back. For many companies, the average return is about equal to or higher than the estimated fair value. While results can vary for each company, on average, the data indicate that the return realized by employees from look-backs is worth the compensation cost to the company. Volatility 30.00% 40.00% 50.00% 60.00% 70.00% Fair Value as a Percentage of Stock Price 23.40% 26.20% 29.00% 31.70% 34.50% Conclusion Given the many benefits that ESPPs offer, some plan sponsors are gaining a renewed appreciation for them as a cost effective, expenseefficient way to provide equity compensation to a broad base of employees. ESPPs also help incentivize employees, foster a culture of employee ownership and accountability, and deliver benefits similar to those of other forms of equity compensation, but generally at a much lower cost and share usage. Employees value ESPPs, too, as ESPPs enable them to boost their overall compensation and participate in their company’s success by acquiring company stock, often at a discount. Plan sponsors who are looking to increase participation rates may want to consider the information provided in this report to make modifications to their plan designs. For plan sponsor use only. 11 REVVING UP ESPP PARTICIPATION RATES For additional information about Fidelity’s ESPP research or how we can support your ESPP, please contact your Managing Director or a Fidelity Stock Plan Services Representative at 800.468.5521. 1. Fidelity ESPP clients as of 3/31/14 2. Fidelity Stock Plan Decision Maker Research Study, December 2012 3. Fidelity Stock Plan Services 2014 Participant Research 4. Fidelity Stock Plan Services 2014 Participant Research 5. Research by Fidelity Stock Plan Services, LLC, and Radford, based on 137 Fidelity ESPP clients as of 3/31/14 Radford and Fidelity Investments are not affiliated. Fidelity does not provide legal or tax advice. The information herein is general in nature and should not be considered legal or tax advice. Consult an attorney or tax professional regarding your specific situation. Fidelity, Fidelity Investments, and the Fidelity Investments and pyramid design logo are registered service marks of FMR LLC. 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