Employee Incentive Services

We advise and administer employee benefit arrangements including: 

• Joint ownership equity plans
• Nominee arrangements
• Performance, deferred and matching share plans, including deferral into funds
• Phantom plans
• Long-term incentive plans (LTIPs)
• Share option plans (SOPs)
• Company share option plans (CSOPs)
• Warehousing and internal market arrangements
• Management incentive plans (MIPs) for private equity-backed portfolio companies
• Carried interest plans
• Tax and other hedging arrangements
• Corporate and employee nominee services (including lock-in arrangements)
• Outsourced plan administration and data requirements

We offer: 

• Trustee and share plan administration services
• Corporate and employee nominee services
• Nominee arrangements for management   
• Incentive arrangements for all employees
• Warehousing / internal market arrangements    
• Joint / co-ownership arrangements    
• Post-IPO lock-in and incentive arrangements    
• Reward funding / awards hedging solutions    
• Assistance with leaver / new joiner arrangements
• Assistance with exits and trade sales    
• Trustee review of investment agreements    
• In-house legal review    
• Restructuring support (through the use of employee share trust structures)
• Bespoke data management and consolidated online reporting   
• Long and short-term incentive plans 
• Management incentive plans    
• Deferred compensation plans (including deferral into funds)  
• Carried interest plan administration    
• Performance, deferred and matching share plans  
• Phantom plans
• Employee stock purchase plans
• Share option plans    
• All employee share offers

Our expert employee incentive services team are highly experienced in providing nominee services to our clients and employees in respect of their employee share plans.

Our specialist team ensures that the set-up of the nominee is straightforward. This is especially so if added to the operation of an existing Employee Benefit Trust. 

Following a share offer, the legal title to the shares can be immediately and automatically transferred to the trustee acting in its capacity as nominee, with the beneficial title to the shares being retained by the employee and evidenced by a certificate of beneficial ownership.

• We have considerable experience working with major asset management clients to implement and administer complex deferral into funds arrangements.   
• We hold fund units in both trustee and nominee capacities, to satisfy awards and for the purposes of deferral and retention. 
• Being able to accurately and efficiently track and report on fund awards and deferrals is essential to the effective delivery of compliant reward schemes. 
• We work with our clients to set up bespoke administration platforms, fitting the specific requirements of their plans and reporting needs.

We collaborate with our clients and their advisers to produce accurate plan documentation. This includes relevant investment and ancillary fund materials to ensure smooth administration and compliance with regulatory requirements.

Fund units can be held by Ocorian for hedging purposes or in a nominee capacity for the purposes of deferral and retention. This includes incorporating leaver and malus and clawback provisions.

We have developed a database and online system to manage the complexities of deferral into funds (DiF system). The DiF system can be branded to look like a client’s own portal and adapted to fit the specific requirements of a client’s plans and reporting needs.

Our expert employee incentive services team is highly experienced in determining the most appropriate hedging approach for our listed clients. We do this in partnership with our clients, their advisers and brokers to ensure the execution of a hedging strategy with significant benefits. These include substantial cost savings and the simplified administration of major employee-related share and deferred funds incentive releases.

The funding and sourcing of shares to efficiently deliver reward to employees is an important factor for our clients when considering the implementation of employee incentive arrangements.

We work with clients and their advisers to ensure a smooth hedging process as follows:

• Review of the trust deed, share plan and linking documentation to ensure the trustee has the necessary powers (specific or general) to effect funding / sourcing / hedging strategies
• Consideration of products such as derivatives to reduce the risk of pricing surprises
• Application of a structured purchase plan over a period of many months to mitigate the effect of significant purchases on the market and cut across share price volatility – effecting a price smoothing
• Trustee purchases continue unaffected by close periods, provided the purchase strategy is clearly defined
• Avoid trustee trades moving the market by applying strict trading limits / daily volume parameters
• Consideration of cash settling tax liabilities
• Consideration of off-market purchases by the trustee to mitigate significant sales / sales for tax, and to provide broker costs and commissions savings for both the company and participant
• Communications – ensure grant notification and trustee recommendations are clear, comprehensive and reusable / set clear boundaries for the interaction between the company, share plan administrator and the trustee

We act as trustee holding a range of assets to facilitate all manner of incentive arrangements, including:

• HMRC approved plans for executives, such as company share option plans 
• Share ownership arrangements providing employees with capital gains tax treatment, such as joint ownership equity plans and management incentive plans, including growth shares 
• Arrangements for the deferral of remuneration (including deferral into funds) and minimum shareholdings, including to meet regulatory requirements
• Bespoke arrangements for key employees, such as performance share plans and long term incentive plans 

• Many of our private company clients favour management incentive plans to provide employee equity participation. 
• Legal title to the relevant shares is held by Ocorian as trustee of the company’s EBT, in a nominee capacity for a specific employee. As well as ensuring the confidentiality of underlying beneficial ownership, MIP arrangements can ease administration for leaver transactions and exit events. Our team have considerable experience working with our MIP clients and their advisers through major events and transactions.
• The trust also provides a vehicle to warehouse any reserved, unallocated shares, ready for recycling. 

• Our specialist team works with clients and their chosen advisors to agree nominee documentation and facilitate the transfer to the nominee of legal title to the relevant assets, with the beneficial title being retained by the employee.
• We can provide an employee share portal to allow the employees visibility of their restricted and unrestricted shareholdings, assist with the administration and payment of dividends, vote at shareholders’ meetings on behalf of employees and support any market trading of vested shares.