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.
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Michael Strogoff, FAIA
President, Strogoff Consulting
Original Message:
Sent: 12-28-2015 09:55
From: John Southard
Subject: Tiered stock structure
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.
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John Southard AIA
Hollis & Miller Architects
Overland Park KS
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