Robert Adelson, Esq.
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Don’t Let Misalignment in Executive Compensation Create Your Own “Black Sox Scandal”

4/2/2021

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Last Wednesday, on March 31, 2021, the day before Major League Baseball’s Opening Day for the 2021 baseball season, CEOWorld magazine published an article I wrote on “Don’t Let Misalignment in Executive Compensation Create Your Own “Black Sox Scandal”.
​

This new article is designed for CEOs, C-level and senior executives, who may face misalignment in the structuring of their executive compensation, incentive and performance-based compensation.

The article first discusses misalignment as commonly mentioned that can harm the interests of investors, owners and shareholders, where executive compensation incentives revenues and earnings per share that can encourage acquisitions that can benefit CEOs but not add long term value and might actually harm the interests of the investors.

My article then moves to discuss the less often recognized issue of misalignment that can harm CEOs, C-level and senior executives. Major misalignment of executive compensation is discussed in the three circumstances, as follows:
  • Added performance targets are set even after liquidity occurs as approved by the investors,
  • A major portion of equity is tied to remaining in the position until liquidity occurs, and
  • Tying an entire bonus to the achievement of a single fixed objective, where the owners have significant discretion to limit or even eliminate the executive’s ability to achieve that sole objective.
I timed publication of this article to coincide with Major League Baseball’s Opening Day, because the 3rd and last example of misalignment harmful to executives, and certainly one of the most flagrant, was the root cause of the biggest scandal in American sports history, when Chicago White Sox players accepted bribes from gamblers to intentionally lose the 1919 World Series. This “Black Sox Scandal” offers a vivid demonstration how such executive compensation misalignment can harm both executives and players in this case and also the company, owner and other stakeholders (in this case the fans) as well.

My article then ends with recommendations for executives to adopt in their executive compensation negotiations to avoid harm from such destructive misalignment,
To see my full CEOWorld magazine. article, go to LINK: https://ceoworld.biz/2021/03/31/dont-let-misalignment-in-executive-compensation-create-your-own-black-sox-scandal/

Or on my website at https://www.executiveemploymentattorney.com/dont-let-misalignment-in-executive-compensation-create-your-own-black-sox-scandal/

This was my 32nd article published in CEOWORLD over the last five years. Previously, the editor advised that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.
See: https://ceoworld.biz/author/robert-adelson/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.
CEOWORLD magazine | LinkedIn

It is my hope that this article will be of benefit to CEOs, C-level and senior executives who are engaged or will soon engage in negotiations over the terms of their executive compensation, incentive compensation and performance compensation. It is my hope that this article may be helpful to you to avoid executive compensation misalignment potentially harmful to the executive. Feel free to share this article. If you or any colleague of yours has a need in this area, please do reach out to me at rob@attorneyadelson.com.
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Negotiating a Custom CEO or C-level Executive Compensation Package

11/12/2020

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On November 5, 2020, CEOWorld magazine published an article I wrote on “Negotiating a Custom CEO or C-level Executive Compensation Package” . ​

This new article is designed for  CEOs, C-level and senior executives, who are negotiating new job offers where the metrics of a routine Gartner or Mercer compensation survey are just not appropriate for that particular CEO or C-level executive compensation package, and the executive employment advisor is called upon to suggest, design and then lead the negotiations for a custom executive compensation package.​
woman executive

​My article first suggests three situations well suited to justify development and deployment of a custom executive compensation package:
  • Start-up and early stage company CEOs,
  • Turnaround CEO situation, and
  • Special needs executive recruitment – where a CEO or C-level executive has special attributes that fill a critical need for the company. 

My article then moves on to discuss that the custom package must not only make up for your loss of pay and benefits to leave your current employer, but even more so, to make up for three further critical intangibles as well, and hence – what should be included on your custom executive compensation package? And how much equity compensation should you ask for? 

The article then concludes with my suggestions for how the executive can achieve company “Buy-in” – how do you sell the custom CEO or C-level executive compensation package to an often skeptical employer?  This last part shares three of my best “sales” techniques:
  • You (employer) want and need an “A” team player, this custom package will not only secure the services of a true A player but his or her successful recruitment  will help you to attract still more A team players to the company.
  • You want alignment and this custom package greatly magnifies the alignment of this key executive hire with the growth goals of the company, and
  • Success for my executive, even with this full custom package, means vastly greater success to the company’s stockholders, often 10x, 15x and even 20x pay back return for the company’s stockholders, if the CEO or C-level executive succeeds in his or her mission, and costs little or nothing if he or she does not succeed.

To see my full CEOWorld magazine. article, go to LINK:
https://ceoworld.biz/2020/11/05/negotiating-a-custom-ceo-or-c-level-executive-compensation-package/
Or on my website at https://www.executiveemploymentattorney.com/negotiating-a-custom-ceo-or-c-level-executive-compensation-package/

This was my 31st article published in CEOWORLD over the last five years.  Previously, the editor advised that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.  See https://ceoworld.biz/author/robert-adelson/

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With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.
​

It is my hope that this article will be of benefit to CEOs, C-level and senior executives who are considering job offers in situations where a custom executive compensation package is appropriate.  Feel free to tweet or share this article. If you or any colleague of yours has a need in this area, please do reach out to me at rob@attorneyadelson.com.
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Restricted stock can be offered in lieu of cash to deliver immediate value with a strike price

2/25/2020

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Restricted stock can be offered in lieu of cash to deliver immediate value with a strike price much less than current fair market value. For senior recruits, technical or executive, you want to offer more to beat the competition – restricted stock does this. Robert Adelson, an executive compensation attorney, negotiates executive compensation; in one representative case, he worked with executive Steve Miles* to set up a vesting schedule to later grant him compensation in the form of stock.
executive counting the value of his compensation
By using its stock, the company avoided cash cost, and stock offers key advantages that make equity more valuable to employees than cash. Some of these benefits are:
  • Pre-IPO stock is valued at discount, and all stock is awarded without brokerage charge;
  • Stock offers the potential for considerable appreciation that cash lacks;
  • Appreciation is taxable at lower capital gains rates of 20%, with no withholding;
  • Stock offers the potential for future roll-over so that tax may be deferred indefinitely.

​In addition, restricted stockholders usually provide voting rights. As a result of the benefits of restricted stock, the use of this form of 
employee compensation has become very popular. Since the issue of founders' shares is deductible, the company can save money that would have gone to taxes by using stock for pay. The tax windfall can also be used creatively to enhance efforts to recruit or retain key people. This is done by sharing the company's tax windfall with employees. As an executive employment attorney, Robert Adelson works with C-level executives everyday and sees that when growth is the priority, cash savings are important, and building the team is critical – stock options provide lucrative advantages for both the company and the executive.

When working with executive Steve Miles, Robert Adelson negotiated his employment compensation and set up a several year vesting plan with attainable restrictions. This allowed the company to avoid cash cost and gave Mr. Miles compensation to work and look forward to down the road. Attorney Adelson also worked with the Company to grant Mr. Miles voting rights, like any other shareholder would have. A main advantage with restricted stocks is that they differ from other stock options and still retain some value if the price were to go down.

Attorney Robert Adelson frequently represents employees and executives negotiating their executive contract terms, stock, options, relocation, non-competes, termination and separation agreements. He also represents startup and smaller companies in software, medical device and other technology-based fields, independent consultants with compensation and stockholder arrangements, incorporation and liability protection, intellectual property protection, and in vendor, client and subcontractor contracting arrangements. Executive Steve Miles was a key employee and through the negotiation of his executive employment agreement; Attorney Adelson was able to grant him a lucrative and flexible form of executive compensation.

*All dates, client’s names and companies have been altered to keep confidentiality.
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Adelson & Associates, LLC: New law firm and address, but Continuity in my Growing Law Practice for 2020 and Beyond

1/14/2020

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We begin this new year 2020 with a new law firm and a new downtown Boston address, but, at the same time, with full continuity for my growing law practice, which saw its best year in 2019.

Here is more information on the new firm:

Robert A. Adelson is now the Principal of Adelson & Associates, LLC.  For fifteen (15) years, from October 2004 through December 2019, Robert Adelson practiced law as a partner of Engel & Schultz, LLP, and at the same time referred legal work to his associates, that is to trusted and experienced colleagues of Mr. Adelson’s including several of his former law partners. However, in December 2019, the lead partners of the Engel & Schultz LLP law firm announced they would go into semi-retirement, go their separate ways, and the office lease would expire in January 2020.  In response, Robert Adelson formed Adelson & Associates, LLC in December 2019 and commenced the new law firm’s operations on January 1, 2020, with the new law firm, Adelson & Associates, LLC, from that date and going forward, taking over all current Robert Adelson clients and matters, as well as all referral of legal work to associates of Robert Adelson.

Commencing tomorrow, 1/15/2020, the address for the new law firm Adelson & Associates, LLC will be 101 Federal Street, Suite 1900, Boston, MA 02110 (another premier Class A office building across the street from our prior building, One Federal Street, with our new offices, this time, on the 19th floor rather than the 21st floor).
The office phone number (617-951-9980 ext 205) and fax number (617-951-0048) are, for the present, those of Engel & Schultz LLP.  However, by the end of January 2020, it is expected the new office phone and fax for Adelson & Associates, LLC will be in place.  If any question arises in this period, when trying to reach Robert Adelson by phone, please use the direct Mobile phone number which remains unchanged and will continue in full use now and going forward  (617-875-8665).

The email for Robert Adelson ( radelson@engelschultz.com ) is, for the present, his  Engel & Schultz LLP email.  The new domain for Adelson & Associates, LLC has been established, and Robert Adelson’s new email is rob@attorneyadelson.com.  However, the seamless migration of radelson@engelshultz.com to rob@attorneyadelson.com  has not yet been completed.  By the end of January 2020, it is expected that the email migration will be completed.  So, until you are advised that the email migration has been completed or you begin to receive email from the new email address, please continue to use radelson@engelshultz.com for all email communications to Robert Adelson.

Our website remains essentially unchanged, with the same internet address – www.executiveemploymentattorney.com.  In marketing, our new shingle and brand will give greater emphasis to my website and marketing emphasis:  “Adelson & Associates, LLC – Executive Employment Attorney.”  The webpage, established for me at CEOWorld magazine, too will remain largely unchanged.  The web address remains –http://ceoworld.biz/author/robert-adelson/ .  At that address, you will have a link to over twenty-five (25) articles Robert Adelson has written over the last few years and published in CEOWorld magazine.  These are articles on executive job offers, restricted stock and stock options, RSUs, executive bonus structures, change of control, executive retention agreements, wrongful termination and constructive termination and many other subjects of interest to CEOs, CFOs, CSOs, CTOs, COOs, VPs and other senior executives in industries ranging from financial institutions, retailers and manufacturers to software, medical devices and biotechnology companies.  From his contributions, Robert Adelson has been recognized by the magazine as an opinion columnist and authority in this field for the CEOWORLD Magazine.

At the same time, Robert Adelson continues to represent a number of small companies, company founders, entrepreneurs and independent consultants.  That will not change. Robert Adelson will continue those representations and accept new clients in those areas who seek me out. However, the Adelson & Associates, LLC marketing emphasis and the majority of its law practice growth is expected to occur in the representation of CEOs, C-level and senior executive in executive employment, executive equity compensation, retention and separation situations.

It has been our pleasure to serve you over the past 15 years under the firm name Engel & Schultz LLP, and we very much look forward to continuing to serve you under our new shingle, Adelson & Associates, LLC.

If you have a question or comment on my new law firm, please don’t hesitate to call or email Robert Adelson.  Also, if business or pleasure finds you in the Post Office Square area of Boston’s downtown Financial District, and you would like to check out our new offices, please give a call or shoot us an email, and, as Ernie Boch Jr would say, “Come on down!”

Best regards,
Rob Adelson
ROBERT A. ADELSON, ESQ.
Adelson & Associates, LLC / Executive Employment Attorney
101 Federal Street, 19th Floor
Boston, MA 02110
Office: (617) 951-9980 EXT. 205
Mobile :  (617) 875-8665
FAX:  (617) 951-0048
E-mail:  radelson@engelschultz.com
Blog:  https://robadelson.wordpress.com/
Twitter:  @AttorneyAdelson
Webpage : www.executiveemploymentattorney.com
LinkedIn: https://www.linkedin.com/in/robert-adelson-b8a1557/

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Executive Equity Compensation in Severance Negotiations

12/11/2019

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A week ago, on October 30, 2019, CEOWorld magazine published an article I wrote on “Executive Equity Compensation in Severance Negotiations”.  The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website.
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This was my 25th article published in CEOWORLD. Earlier this year, the editor advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.
​See https://ceoworld.biz/author/robert-adelson/

This article, my most recent, published October 30, is designed for CEOs, C-level and senior executives, for whom equity can often be the most valuable part of their executive compensation package.  The article addresses the question – what happens to that equity position if you face employment termination – and offers tips for severance negotiations over equity, including
  • What to include in your offer letter or executive employment agreement when you join the company?
  • What to seek in a change-of-control / retention situation?
  • What to negotiate for on employment termination?
  • The importance of equity in your severance negotiations.
In discussing equity severance negotiations at the time of employment termination, my article raises using your leverage in employment separation negotiations including
  • Legal claims you may have against your company related to wrongful termination of employment,
  • Termination transition services and support the company may desire from you,
  • Cooperation to sign a lock-up agreement or other documents or actions post-termination.
To see my full CEOWorld magazine. article, go to LINK:
     https://ceoworld.biz/2019/10/30/executive-equity-compensation-in-severance-negotiations/

Or on my website at 
     https://www.executiveemploymentattorney.com/executive-equity-compensation-in-severance-negotiations/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

     https://www.linkedin.com/company/ceomagazine/

The editor has also advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field. 

     See https://ceoworld.biz/author/robert-adelson/

It is my hope that this article will be helpful to CEOs, COOs, CMOs, other C-Level and senior executives to provide for appropriate terms to protect their equity rights in any present or future severance negotiations.  If you or any colleague of yours has a need in this area, please do reach out to me at 
radelson@engelschultz.com.

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