Manager or Leader? Planning Succession

Should you hire a manager or leader as part of your succession planning?  Before you make that decision, you need a pretty good idea of what your exit plan is. Once your objective is set, it’s one of the answers that becomes obvious.

Manager or LeaderA manager is someone who gets other people to do their jobs. A leader is someone who gets other people to want to do their jobs. The difference is profound. I’ve written previously about the difference between an SIC (Second in Command) and an SIT (Successor in Training.) The SIC is intended to complement your skills. An SIT is being taught to duplicate them.

That’s why it is never too early to begin planning your eventual exit. Every company needs to build a management team, but not every management team is built for leadership. The sooner you determine your eventual goals as the owner of the company, the more able you are to build a team that gets you closer to those objectives.

Manager or Leader? Manager

A Second-in-Command backfills those areas where you are less able, or less inclined, to manage. In Gino Wickman’s parlance, the owner is the visionary and the SIC is the integrator. In my book Hunting in a Farmer’s World, I refer to them as hunters and farmers. The owner decides what is to be done, and the integrator sees to it that the employees execute those tasks.

In an SIC you are looking for someone who draws the most satisfaction from a job well done. He or she usually responds to metrics. Generally, they can keep the business going for an indefinite period of time, but are unlikely to take it in new directions. A most desirable trait is a willingness to do the same job for another owner.

If you plan to eventually sell the business to a third party, retention of your SIC is a critical component of company valuation. We often recommend “stay” bonuses. These are designed to lend confidence to a potential purchaser, by tying a portion of the sale proceeds to an incentive for the SICs continued tenure.

Manager or Leader: Leader

If you plan to sell the company to employees, or even to step back and become a passive owner, your selection and training of an SIT are even more vital. In this case, you want someone who has a vision of his or her own. It can’t directly conflict with yours, of course, but you have to be willing to let the SIC have some influence on why the company runs the way it does, not just how the work gets done.

The SIT is usually motivated by the concept of ownership. This could involve purchasing the company from you, acting as the focal point of a wider employee purchase, or a minority position. In the latter case, the SIT expects to share in the proceeds of a successful sale.

The biggest benefit of having a Successor-in-Training is the flexibility it gives you in planning your exit. All avenues of transition are still open to you. Your SIT can continue to build value after you step back, take the company off your hands, or act as the bridge for new ownership.

Of course, a good SIT will have to get an SIC of his own…

 

 

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Non-Qualified Plans in Exit Planning

When I talk to business owners about “non-qualified plans,” their first reaction is often “Hold on there. I don’t want to get in trouble!”

The term “Non-qualified” merely refers to the Employee Retirement Income Security Act of 1974, more commonly known as ERISA. As the title indicates, it is the basic set of regulations for retirement plans. If your company offers a 401K or SEP IRA, it has a Qualified Plan. If you have an Employee Stock Ownership Plan (ESOP), that is also an ERISA plan.

Under the terms of ERISA, a plan must be made available to all employees. In return, the company can deduct contributions as benefit expenses, and the employee can contribute pretax income to the plan.

A non-qualified plan doesn’t comply with ERISA requirements.  It is discriminatory in nature, meaning it is not offered equally to all employees. The employee cannot make contributions, and the employer usually can’t deduct the costs of funding the plan (which is built around future benefits,) as current expenses.

Most non-qualified plans are designed as Deferred Compensation, thus the common acronym NQDC. The concept is to offer key employees a carrot for long-term retention. It can be enhanced retirement funding, insurance, or one of many forms of synthetic equity in the business.

Non-qualified Plan Types

We can start with the simplest example of NQDC. If an employee remains with the company until retirement, he or she will receive an additional year’s salary upon retiring. This benefit is not sequestered in a secure account anywhere, it’s just a promise by the company. It’s known as an “unfunded” benefit. There is no annual statement, just a guaranty (typically in writing,) by the business.

Non-qualified plansOften, an NQDC is funded by an insurance policy with a death benefit and an increasing cash value. It is owned by the company, which pays the premiums. At retirement, the employee receives the paid-up policy. This approach has the added benefit of lending confidence to the process, as the employee can see the funding and growth of the future benefit.

Synthetic equity may be stock options, phantom stock, or Stock Appreciation Rights (SARs.) In most forms, it is the right to future compensation based on any increased value of the business. For example, if the business is valued at $2,000,000 today, the employee may be given a contractual right to 10% of the difference in value at the time of retirement. If the company is worth $3,000,000 then, the employee would receive $100,000. ($3,000,000 minus $2,000,000 times 10%.)

Valuation, Vesting, and Forfeiture

Non-qualified plans based on equity should have a formula for valuing the benefit. It may be any financial measure such as revenue, pre-tax profit, or EBITDA. The objective is to make it clear to both parties how the benefit will be measured.

Vesting is an opportunity to be really creative. The benefit can vest gradually, or all at once at a specific point in the future. An employee may be able to collect once fully vested or, in the case of synthetic equity, may have the right to “let it ride” for future growth if other conditions are met.

Regardless of how attractive a benefit may be, no employment relationship lasts forever. Pay special attention to how you construct acceleration and forfeiture clauses. Of course, no one wants to pay out to an employee who has been terminated for cause, but the employee deserves some protection against being let go just because a promised benefit has gotten too expensive.

Similarly, provisions for accelerated valuation in the case of a change in ownership are common. You also may want to consider rolling the NQDC into a stay bonus agreement if you sell the business. If there are options on actual stock involved, you will need to determine the handling of them if they could pass into the hands of someone other than the employee. That would be triggered by bankruptcy, divorce, or death.

Benefits of Non-Qualified Plans

As I described in my book Hunting in a Farmer’s World, incentives for employees should match their level of responsibility. Production workers have incentives based on their production. Managers have incentives based on their ability to manage.

Your very best people, the ones you want to stay with you through their entire careers, should be able to participate in the long-term results of their efforts for the company. Non-qualified plans are a way to single them out and emphasize your interest in sharing what you are building together.

As always. check with your tax advisor. Setting a plan up incorrectly could result in unwanted or phantom taxation for the company or the employee.

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The Missing Employees

Are you missing employees? Where did they go? I just got off the phone with a restaurant owner who temporarily closed one of his locations so that he could redistribute the staff to the other three. I’ve also heard or seen in the last week:

  • A Starbucks closing at 4:00 PM for lack of staff.
  • A director in a large accounting firm reporting that two pay raises in 9 months (for remote employees) are being characterized by the 30-something accountants as “non-competitive.”
  • Apple employees publishing an internal letter saying the company’s plan to require 3 days a week attendance is “unacceptable.”
  • A wire service story noting that only 12% of office workers in Manhattan have returned to their offices.
  • The manager of a new restaurant scheduling 27 interviews, then sitting through 26 no-shows.
  • Wait times for services businesses that are are unworkable for customers. Our tree trimmer offered me a date 4 months out. The pool contractor’s backlog is seven months. Both claimed insufficient crews to handle the business.

missing employeesI talk to at least a dozen employers a week, and all are complaining about the lack of qualified applicants. Several have raised their starting wage rates multiple times, with no discernable change in the flow of applicants.

What the hell is going on? To start, I don’t believe that it’s all the fault of supplementary unemployment benefits. It is true that the states which discontinued the supplements have somewhat lower unemployment rates, and that $300 a week is enough to entice a $10/hour employee, but the missing employees are across the wage range.

Factors Driving the Shortage and Wageflation

One fact is that the economic rebound since 2009 has not previously had much impact on wages.  They were bound to catch up at some point. The Federal Minimum Wage of $7.25 an hour is now insufficient to pay for basic apartment rent anywhere in the USA. Supplementary benefits or not, no one wants to put in 40 hours a week and not be able to live on what they earn.

Another is the absorption of women into the workforce. For much of the ’80s and ’90s, women working for the first time represented a net addition to the number of available workers. This had a depressing effect on wages, as there were more bodies chasing limited jobs. The employment market has adjusted to this new normal.

Remote working has frayed the cultural relationship between employers and employees. Where workers often stayed in a job because they had friends there, or were comfortable with their responsibilities, now salary is rapidly becoming the only factor they consider.

The inflationary pressures of deficit spending are shrinking the buying power of static paychecks.

The lessening of COVID-19 is releasing a backlog of employees who “wanted to move anyway,” but were hanging on to what security they had through the pandemic.

Most importantly, over 50% of the Baby Boomers are now over 65 years old. Generation X is much smaller, so these retirements impact mid-level employees and managers the most. The available pool of experienced people is literally shrinking.

Missing Employees and Exit Planning

If you are one of the Baby Boomers who are now 21% of the population but still own 51% of the private companies in the U.S., missing employees will impact you in more ways than just on your daily workload.

  • Increased labor costs will have a direct impact on profitability, and therefore valuations.
  • The challenge of retaining employees long enough to develop true proficiency is growing. Higher turnover means you’ll need more people for the same tasks.
  • The long-term commitment of a relationship where someone is in training to assume control of the business becomes in many cases, unimaginable to an employee.
  • Lack of experience in a management team also detracts from enterprise value.
  • In businesses that depend on repeat customers, relationships may need to be reestablished regularly.

I saw a cartoon a few weeks ago. An owner is talking to his employees. He says “When we said you were essential workers, we didn’t mean you should be paid like essential workers.” Perhaps they can be forgiven for misunderstanding.

In our mission statements, we often say that employees are our most important asset. It looks like we may have to put our money where our mouth is.

 

 

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4 Responses to The Missing Employees

  1. Jay McDowell says:

    Love this article … every Coaching Client I have is having issues finding qualified candidates at any price. I tell them they will need to “buy” their “A” employees. All the “A’s” are employed. The mention of the “no shows” to interviews is also a new phenomenon.

  2. Valerie Koenig says:

    great article, Posted it to LI.

  3. Doug Roof says:

    As always, John, you’ve avoided offering the simple or obvious answer and explained another complex issue that has a multitude of causes. Thanks for taking the time to put this together.

  4. Mark Komen says:

    My clients are also experiencing interview no-shows as well as people who sign up to work and then disappear after 2 or 3 days and are never heard from again!

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Are Remote Employees Value Killers?

Remote employees can have a dramatic impact on the value of your business. If your exit strategy is to sell to a third party, take some time to think about the areas where offsite workers could have an impact.

Curb Appeal

One of the first things any good business broker will look at is your curb appeal. Your business needs to look good, just like a house that’s for sale. (OK, maybe right now a house doesn’t even need to look good, but you know what I mean.)

When I brokered Main Street businesses, I was always surprised at how much we had to tell owners. Clean up the piles of files in the office. Clean and sweep the parking area. Remove the pile of broken pallets next to the dumpster.

What message does your office space send?  Is it better to downsize, and just describe the employees who are no longer on the premises? Or would a buyer prefer to see a room full of empty desks, so that he knows he could bring them back if he so desired? (But he would also be calculating the wasted rent in his mental cash flow.)

Equating Dollar Value

What are your productivity measurements or KPIs for remote workers? Can you prove that they are worth what you are paying them? How? What level of confidence can a new owner have that he is acquiring a productive team? A recent survey in the U.K showed that almost 30% of remote employees were working a side gig on company time.

remote employeesHow is their remote presentation? Unless they are in a job that is strictly production-based, most will interact with customers, vendors or other employees. Do you have standards for their workspace and their appearance on video?

Can you give a buyer confidence in their compensation structure? New ownership can be a great time to ask for a raise. What assurances are there that it won’t happen? As I wrote a few weeks ago, how do you integrate them into your culture?

Confidentiality and Human Resources

Confidentiality about the transaction is more difficult. Does the buyer interview remote employees one by one? You can be sure they are talking to each other, whether on Teams or Slack or just texting each others’ cell phones.

On the other hand, a group video call raises new issues. A buyer could come out of it with a poor impression because one individual is obnoxious or inattentive. Someone might press for inappropriate information. (“Will all of us keep our jobs?”)

Remote Employees Increase  Risk

I am not campaigning against remote employees. They are a fact of life, now and likely for the foreseeable future. I’m just pointing out that handling their management, controlling the information flow to them, and anticipating their potential impact have all become part of exit planning.

The best surprise is no surprise. Part of your planning process when listing your company for sale should be how you will handle these questions.

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The Downside of Remote Work

I came in this morning planning to write about the downside of remote work. It isn’t for everyone. In fact, it creates new long-term problems for businesses and will continue to do so. (For a related topic, see my previous column on returning to work.)

Coincidentally, this morning the Wall Street Journal posted an interview with Jamie Dimon, the CEO of JP Morgan. He said about remote work in part, “It doesn’t work for those who want to hustle. It doesn’t work for spontaneous idea generation. It doesn’t work for culture.

He is right, and remote work is a lot more threatening for Main Street businesses than it is for large corporations like the one he leads.

I have preached for decades that culture is the secret weapon of smaller companies. They can’t fight on the same financial terms as big corporations. There is a reason so many regulations regarding issues like family leave are limited to employers of a minimum size. Small businesses can’t afford to just “do without” an employee for weeks or months when that person is the only one who handles a particular area of responsibility.

The Main Street owner’s secret weapon

In a Main Street company talent is quickly identified and (usually) rewarded. Those who, in Dimon’s terms  “want to hustle” can move up more quickly. Real ability and ambition are too scarce a resource to ignore.

Smart business owners extend the culture of the business by their individual efforts. Knowing about their employees, their families, and their pastimes goes a long way to making them feel that they belong in the company. It’s hard to have those casual “discovery” conversations on Zoom, and almost impossible if there are multiple participants in a video call.

Our own business is built on collaboration. Almost everything gets passed around for comment, and we frequently meet via video to discuss things. It is often a difficult process, and clearly takes more time than if we could sit around a table.

We have employed remote workers for over a decade, but each one worked in our offices at some point. Our newest hire is in 2 days each week, and I am certain that she would not have melded so well with the rest of the team if she was entirely remote.

The biggest downside of remote work

When you erase the cultural advantage of a small business, what do you have left? In the harshest terms, money. That’s a battle we are guaranteed to lose. If the only differentiator to the remote employee is the amount on his or her automatic payroll deposit, we are well and truly screwed.

When we interview new clients, one of our questions is “Why do customers buy from you?” If the answer is “strictly on price,” it had better be a commercial bid contractor or an Internet-based retailer. In any other type of business, it indicates a problem.

Think of a remote workforce as an Internet-based human resource pool. If you can’t get noticed for your effort, if no one will know you as an individual, then the only differentiation between employers is price.

It is happening already. I have a client in Texas who is losing his tech remote workers to Silicon Valley. The employee of another client in the Midwest was recently poached by a New York firm. The pitch is simple. “You are already working from home. Why not do it for twice the money?” (That is not an exaggeration- both cases involved a doubling of salary.)

Employers as commodities

If someone approached your remote workers with a similar offer, how would you counter? I’m guessing that you can’t. I know that many of those who leave for a remote job with a giant employer won’t be happy in the long term. It’s the epitome of being a cog in the wheel. How many, however, will be willing to halve their income to feel more appreciated?

downside of remote workMy message is simple. The downside of remote work is that it turns employers into a commodity. A remote employee’s home office looks exactly the same today as it did yesterday. It will look the same tomorrow. If you want to maintain any hope of competing with the giants, the faster you restore in-person contact with your employees, the better chance you will have.

If you don’t take advantage of your cultural superiority, the ability to run your business may be decided by someone else’s department manager a thousand miles away.

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5 Responses to The Downside of Remote Work

  1. Tracey Cheek says:

    I don’t completely disagree with you on this. Remote work is disconnected and collaboration and communication is hard. But we do it. I have been able to expand my reach for finding quality team members as well (I live in Oklahoma and talent can be limited here). But I do offer something that not many others can offer. I offer part-time flex work mainly for moms who are raising kids and want to work, but don’t want to go back to the workforce full time. There is a huge network of highly qualified women out there that fit this mold. As I’ve grown my team, I’ve learned there are more and more people out there piecing together remote part-time jobs so they can have flexible hours and flexibility of schedule. That’s the one thing the traditional companies cannot offer.

    • John F. Dini says:

      Your point is well taken, Tracey, but I can only partially agree. I recently read the new flex-work policy for one of the largest accounting firms in the country. They have options including part-time (scheduled by employee choice by days or hours), seasonal, surge, total-remote, partially remote, hot-desking as needed, sabbaticals, extended PTO, split-shift, and several others I never saw detailed before. The big-salary jobs I described are admittedly full-time, but that doesn’t mean large companies can’t match your flexibility.

  2. Christi Brendlinger says:

    I think that you missed a significant benefit for remote workers employed by Main Street companies… diversity, growth and burnout. The best thing about my job is that there are constant challenges and as a result, you get to wear a lot of hats. You get to try and solve wide-ranging problems outside of your expertise and that’s just plain fun (at least for weirdos like me). I know what it’s like to work for a large corporation. I have worked for several Fortune 500 companies and I shudder to think about going back to that world… even remotely. Don’t get me wrong, I LOVE coding but I also love all of the side projects, the unpredictability and opportunities to do something I’ve never done before. I get to move back and forth between projects at my pace so, I don’t burn out. Every day is a new adventure. Don’t forget about that when you are talking about the advantages of working for a Main Street company. For me, it’s a pretty big deal.

    • Beth Sorenson says:

      Though I kind of see your point about culture, John, I completely disagree with JP Morgan’s, “It doesn’t work for those who want to hustle. It doesn’t work for spontaneous idea generation. It doesn’t work for culture.”

      When employees show up to work after sitting in bumper-to-bumper traffic only to find another spewing off his/her own complaints upon arriving, how does that help with company culture or the bottom line? That spawns a full morning packed w/ negativity and unproductivity.

      I have worked remotely for almost 10 years. The flexibility allows individuals who are hustlers, get ‘r done-type workers, to decompress and come up w/ spontaneous, out-of-the-box ideas that they may not have in a cubicle. I have found that the largest obstacle to overcome working remotely is building trust, but that happens in-house as well..it takes time.

      Remote workers often don’t have the benefit of clocking out; the tasks and means to get it done are only a hand’s throw away. Us, not so hustlers, are typically the first to get the job done, regardless of personal schedule.

      I think JP Morgan needs to hire a new PR firm , possibly some new strategists.

  3. Doug Scheiding says:

    During and now post COVID I have started to remote work two days a week, usually Tuesdays and Thursdays. This is getting me an additional 4 hours of my weekly time back to make me more productive and a better quality of life. I do agree that remote work does degrade if not eliminate culture and spontaneity of idea/collaboration. It is also not for those that aren’t goal oriented or those that need others for motivation. Thus a part time model I think is best if it can be worked out.

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