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The Practice Management Knowledge Community (PMKC) identifies and develops information on the business of architecture for use by the profession to maintain and improve the quality of the professional and business environment.  The PMKC initiates programs, provides content and serves as a resource to other knowledge communities, and acts as experts on AIA Institute programs and policies that pertain to a wide variety of business practices and trends.

    

  • 1.  Tiered stock structure

    Posted 12-28-2015 09:55 AM

    Are there any examples of a tiered stock ownership plan? Looking at options to expand stock options to Senior Associates and Associate levels. May consider setting certain levels for the amount of stock for each group or an option of voting versus non voting shares. Just beginning the discussion on this so looking for examples from other firms.

    ------------------------------
    John Southard AIA
    Hollis & Miller Architects
    Overland Park KS
    ------------------------------


  • 2.  RE: Tiered stock structure

    Posted 12-29-2015 05:58 PM

    There are numerous examples of tiered stock structures, although depending on what State your business is domiciled, there might be limitations on what you can do.  For example, in most states, S Corporations can only have one tier of shares whereas C Corporations can have different tiers.  In some states, you can elect for an S Corporation to be a "closed corporation," which will provide you much more flexibility on voting and other governance rights.  (You need to check with a corporate attorney based on your specific state laws.)

    Some firms bypass the extensive paperwork that accompanies bringing someone into the ownership fold by creating was is commonly referred to as "phantom stock" that is correlated to the price of a firm's actual stock.  Others create bonus systems that serve the same purpose as stock or stock options.  Lots of options but you need to start by defining your overall goals (rewarding performance, retaining key staff, recruiting future owners, facilitating succession planning, deferring taxes, etc.)

    Be careful with stock options, as the IRS often takes a keen interest in how these are treated and could have significant tax and cash flow consequences to those receiving the options.

    ------------------------------
    Michael Strogoff, FAIA
    President, Strogoff Consulting



  • 3.  RE: Tiered stock structure

    Posted 12-30-2015 05:24 PM
    To add on to Michael Strogoff's comments, "depending on what State your business is domiciled", note that if you provide services in more than one state, the "foreign corporation" rules of those other states may have an impact as well.  For instance, some states require a certain percentage of owners, or of ownership, or of the corporate directors, of professional firms to be licensed in their state.

    Not insurmountable, but something to think about.  Dealing with far-away Secretaries of State rules, and Department of Revenue reporting (and payment) requirements is a bother.
    --
    best regards,
    Joel Niemi
    - Architect
    425.422.4276
    jniemiarchitect@gmail.com
    http://www.linkedin.com/in/jniemiarchitect





  • 4.  RE: Tiered stock structure

    Posted 12-30-2015 05:42 PM
    I would think that as much as we architects want to be looked to as experts in design and construction, it would behoove you do the same and talk to an attorney/financial expert for this type of advice.

    William Wiedower AIA, LEED AP
    Heiple+Wiedower Architects
    319 Pres. Clinton Ave. Suite 201
    Little Rock, Arkansas 72201
    t.501 707-0115 / f.501 707-0118
    www.hwarch.com








  • 5.  RE: Tiered stock structure

    Posted 12-30-2015 07:16 PM
    Be careful guys...  The stupid moderators of this group might stretch their dim little brains to include this topic as an anti-trust violating discussion; something AIA National required every chapter's new president to be mindful of and discuss at the ExComm incoming meeting AGAIN this year.  A waste of time, money and precious resources.  By the way, let me go online and check on the cost for auto insurance, or medical expenses or even oil changes or...  Never mind.  Oh, and by the way, I got a bunch of job offers thru LinkedIn for Technical Architect and Principal Architect and Architect apparently on the outside possibility I want a career in computer programming.

    Sorry, not trying to hijack this thread.

    Michael Elia, AIA, CSA, NFPA






  • 6.  RE: Tiered stock structure

    Posted 12-31-2015 08:56 AM

    In the firm from which I am now retired, we devised a rather complex strategy that used ten year vesting and adding preferred stock to our existing common stock.  Not a do-it-yourself approach, needs legal and accounting advice. 

     

     

           William M. Dikis, FAIA

    ARCHITECTURAL STRATEGIES, LLC

    9840 Carpenter Ave., Clive, Iowa 50325

    Tel [515] 279.6493  Cell [515] 229.3446

     






  • 7.  RE: Tiered stock structure

    Posted 12-30-2015 11:29 AM

    Our firm is owned by two groups of stockholders. 1) Those who purchase options granted to them on a discretionary basis (About 30% of our employee-owners participate in this program) 2/3 of the company stock is owned by this group. 2% are "major stockholders" and own approximately 1/3 of the company stock - all shares purchased through this program are voting shares. Because of its discretionary nature, this program does not fit the definition of an ESOP. 2) The other 1/3 of the stock is owned by our profit sharing program in which every employee participates (non-voting).

    The Pro's of this structure as I see it, outweigh the cons. The company is now 65 years old and became employee owned in the 70's. One bit of advice when adopting a stock ownership program is to create a written succession policy. Our succession policy includes requiring principals and senior managers in our organization to continually identify a key subordinate(s) to fill their role and then developing them for the position. It also suggests principals and senior managers identify a retirement date and replacement two-years in advance.

    There is also a bit of accounting that goes along with having employee owners. In our firm, if your shares are valued at more than $50,000 at retirement, you are paid in five equal annual disbursements after retirement. This requires developing cash reserves and cash-flow planning to make this happen.

    Best,

    ------------------------------
    Gordon Rogers AIA
    EAS Department Executive
    Kitchell CEM, Inc.
    Sacramento, CA