Grants of restricted stock units (RSUs) continue to become commonplace, whether alongside or instead of stock options, as a way to reward valuable employees and foster a company culture of employee ownership. In this blog commentary, we present three interesting stories involving RSUs that have recently come to our attention.
Unusual Broad-Based RSU Grant In Heavy Industry
An attention-grabbing example of a broad-based RSU plan is presented by an article in Bloomberg Businessweek. When Gardner Denver Holdings went public, backed by private equity firm KKR, it granted $100 million in shares to 6,000 employees who were not already part of its equity program. These grant recipients included hourly workers and staff in customer service and sales, with meaningful grants of equity equal to about 40% of their annual salaries, according to the article. Employees, including managers, now own about 10% of the company.
This move toward broad employee ownership is unusual in the company's manufacturing sector (industrial equipment and related services). As the Businessweek article points out, broad-based equity is far more associated with the white-collar high-tech industry than with blue-collar manufacturing, an observation also made by a blog commentary from the National Association of Stock Plan Professionals. Pete Stavros, head of KKR's industrial team and the chairman of Gardner Denver, believes employee ownership at manufacturers can be very effective at improving operations when the company needs to do a "a million things a little better." As employees everywhere know all too well, it's often the workers on the front lines who best know where inefficiencies need to be fixed. Through their equity stake in Gardner Denver, the company's employees now derive a direct financial benefit from striving for operational efficiency.
RSUs In Lehman Bankruptcy Case
While restricted stock or RSUs still have value even when a company's stock price is lower than the grant price (stock options would be underwater), any type of equity grant can be worthless if a company goes bankrupt. That is one of the many lessons of litigation stemming from the bankruptcy of Lehman Brothers back in 2008.
In the case In Re: Lehman Brothers Holdings Inc. (2017), the 2nd Circuit Court of Appeals confirmed that in a corporate bankruptcy RSU-holders do not have any preference over general creditors in the distribution of remaining corporate cash. Previously, the original decision in the lawsuit, made by the United States Bankruptcy Court, was upheld by the US District Court for Southern New York in 2016. It reasoned that RSUs fit the legal definition of "equity securities" and that employees with RSUs should therefore be treated like other holders of equity in Lehman Brothers. The contention that employees with noncompete agreements resulting from a merger should have priority over general creditors was similarly rejected. This outcome follows the reasoning set forth in a 2006 decision involving employee stock options in the bankruptcy of Enron. Some additional information on the Lehman case and the court's reasoning are provided by Courthouse News Service and Bloomberg BNA.
Long-Running Survey Charts Rise Of RSUs, Decline Of Restricted Stock
An article in Ayco Company's Compensation & Benefits Digest presents results of an informal survey that Ayco made of its 325 client companies in the United States which grant restricted stock or RSUs (Restricted Stock And Restricted Stock Utilization Today, pages 1–5). Ayco's long-running series of surveys in this area has found a significant rise in the use of RSUs between 2007 and 2017, along with a drop in the use of restricted stock during the same period. In 2007, 41% of the surveyed companies granted restricted stock, while only 13% did so in 2017. By contrast, in 2017 nearly three quarters (72%) of the surveyed companies are granting RSUs, while only 37% did so in 2007. An FAQ on myStockOptions.com discusses why companies may prefer RSUs over restricted stock. Another FAQ at myStockOptions.com has a range of survey data on trends in restricted stock, RSUs, and other equity awards.