Love the “Compensation Cafe” blog from Dan Walter about how to prepare for the compensation aspects of a fast-moving SPAC deal:
Once you are brought into the process you need to learn who’s on the team and what they will be delivering. Then you need to take that information and determine how many of those people will need to work with on your compensation deliverables. This sounds like a normal process, but it will all happen over a few days (if you’re lucky.)
You will work with legal on old and new cash incentive programs.
You will work with HR, Finance, and Legal to gather information to complete CD&A and proxy filings.
You will work with outside compensation and benefits counsel to determine new equity compensation plans.
You will work with securities attorneys to determine the timing and details for SEC filings related to pay.
You will probably be asked to do research and modeling of Executive and Board compensation.
You will again work with Finance and Legal to answer questions about employment agreements, performance metrics, and other issues that may directly or indirectly impact pay.
And that’s just weeks 1 and 2 (maybe 3).
Smart companies will assign a very strong project manager who does little else other than herd a bunch of cats toward a common goal. I do not recommend you volunteer for this position. The amount of work that needs to be done by total rewards professionals is enormous. You will be challenged by deadlines, new issues, data inconsistencies, and questions about everything you have done for several years. You will be asked to run models of things you didn’t even know could be modeled. You will often do much of this with a fraction of the information you want or need. You will not have the time to be in control of anyone except yourself. This is a good time to not be a hero.
Your job is to do in 3 months all of the work that a typical pre-IPO company does over about 12 or 18 months. You cannot clean your data up too soon. You cannot get organized too early. If your company has had any aspiration of going public in the next two years, you should assume that a SPAC may happen before the end of 2021.
-Liz Dunshee, CompensationStandards.com March 8, 2021
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