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Pay for Performance Comes to M&A Retention Awards

While M&A deals may be taking longer to complete than in previous years, retention award periods for key talent are shrinking. A WTW retention study and series of articles compares company practices from 2020 to 2023, noting fewer than 30% of companies now structure retention periods to last longer than two years (compared to 67% in 2020). This is reflective of companies tightening M&A retention budgets and retaining talent only as necessary for the transition. 

Other notable practices include:

  • 70% of respondents reported a fixed retention pool size of less than 2% of the purchase price of the acquired company. Often, pool size is driven by the type of acquisition – companies targeted specifically for their human capital assets may require a larger award budget. 

  • 3 in 10 companies carve out a portion of the retention pool for ad hoc awards used to extend timelines for certain executives, address unexpected situations and recognize key individuals or groups during the process. 

  • Cash retention bonuses are predominant - typically set as a percentage of annual base salaryThe total median award value is 50% of base for senior executives (below C-suite) and 30% for the rest of the salaried population. 

Shift to pay for performance: 

  • While time-based awards are the most common, nearly one-third of companies now use a combination of time- and performance-based for the senior level25% of companies now use both even below the senior level. 

  • RSUs are now included in the retention packages of more than half of the surveyed organizations for executives (56%) and 40% of non-executive packages.  

Retention rates:  

  • More than 80% of executives will remain through the retention period.  

  • However, cultural differences and conflicting views on future business strategy are often cited as reasons for an executive leaving. The study authors suggest that in addition to financial incentives, companies conduct one-on-one meetings to discuss each executive’s role, future opportunities and how they fit into the long-term strategy. 

WTW offers a multitude of resources on M&A including tips to avoid potholes, the significance of HR in M&A due diligence and their digital playbook for success.

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Authors: Megan Wolf

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