Structuring Incentive Equity in Private Equity-Backed Companies
Vesting and Forfeiture, Distributions, Restrictive Covenants, Repurchase Rights, Monetization and Liquidity
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE webinar will discuss the structuring of equity-based incentives in companies that have private equity investment. The panel will discuss design considerations and standard features of equity and equity-based compensation programs, including vesting and forfeiture, distributions, restrictive covenants, repurchase rights, and monetization events and liquidity opportunities. The panel will provide information helpful to companies that are private equity-backed, as well as those that are seeking private equity investment.
Outline
- Overview: goals of PE investors and management in structuring equity incentives
- Vesting schedules and conditions
- Distributions
- Restrictions placed on incentive equity holders
- Repurchase rights
- Monetization and liquidity
- Broad-based employee "ownership " programs
Benefits
Hear insights from practitioners who are designing and negotiating private equity-backed equity incentive programs on a continuous basis in the real world. The panel will review these and other critical issues:
- How should equity incentives be designed to reflect company performance and value?
- What conditions and restrictions are typically placed on incentive equity?
- What are the potential points of tension between incentive equity holders and private equity investors?
- How much does exit strategy figure into the vesting schedule for incentive equity?
Faculty
Harry N. Hudesman
Partner
Simpson Thacher & Bartlett
Mr. Hudesman focuses his practice on executive compensation and employee benefits issues arising in the context of a... | Read More
Mr. Hudesman focuses his practice on executive compensation and employee benefits issues arising in the context of a wide range of transactions, including high-profile mergers and acquisitions, spin-offs and initial public offerings, among others. He regularly advises public and private companies on a broad range of employment, compensatory and benefit matters including the design, negotiation and implementation of employment and separation arrangements, cash-based and equity-based incentive plans, golden parachute excise tax issues and related employment matters. Mr. Hudesman’s clients span several industries including technology, healthcare, energy and industrials and manufacturing.
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Caitlin A. Lucey
Partner
Simpson Thacher & Bartlett
Ms. Lucey represents clients across all aspects of executive compensation and other employee benefit matters... | Read More
Ms. Lucey represents clients across all aspects of executive compensation and other employee benefit matters related to mergers and acquisitions and a variety of capital markets and securities transactions. She has extensive experience advising on executive retention and motivation as well as on equity-based incentives, cash-based incentives, deferred compensation, retirement plans and employment, retention and severance agreements. Ms. Lucey represents private equity investors and their portfolio companies as well as public companies across a wide range of industries including healthcare, technology, infrastructure and business and professional services.
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Gillian Emmett Moldowan
Partner
Simpson Thacher & Bartlett
Ms. Moldowan advises companies, boards of directors, executives and investors across a spectrum of transaction-related... | Read More
Ms. Moldowan advises companies, boards of directors, executives and investors across a spectrum of transaction-related compensation and benefits matters, with emphasis on issues arising in mergers and acquisitions for public companies and private equity firms, as well as initial public offerings and other capital markets transactions. She also advises on governance, securities laws and disclosure related to public company compensation matters and insider transactions, including beneficial ownership reporting, interactions with regulators and shareholders and the negotiation of executive employment and separation arrangements.
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