What is the Role of Single-Trigger and Double-Trigger Vesting in Incentive Compensation by LLCs Taxed as Corporations?

Welcome, dear readers, to the 13th installment of our enlightening journey exploring incentive compensation for LLCs taxed as corporations. We truly appreciate your steadfast commitment and enthusiasm as we delve deeper into the nuances of this critical business matter. Today, we shall demystify the concept of “single- trigger” and “double-trigger” vesting, key components of incentive compensation. Prepare to unravel the complex threads of these mechanisms, essential for shaping a strategic incentive structure.

Navigating Through Accelerated Vesting

Think of accelerated vesting as a sort of ‘business fast-forward button.’ Just as you might accelerate a video to get to the interesting part more quickly, accelerated vesting allows a team member to access their incentive compensation sooner, often in response to significant business events. Much like skipping the boring scenes in a movie, this process bypasses the wait, delivering the “exciting parts”—in this case, the vested compensation—much faster. This compelling tool brings with it an array of implications that we’ll dissect, setting the stage for our detailed discussion on single and double-trigger vesting mechanisms.

The Mechanics of Single-Trigger Vesting

In the corporate world, single-trigger vesting can be likened to a golden parachute that automatically opens once the company enters the realm of major business shifts, such as a merger or acquisition. This type of vesting arrangement operates on a simple premise—the awards vest in full, right at the point of the transformative event, without any additional conditions. It’s an enticing proposition for the members, akin to a windfall during a lottery draw, providing immediate rewards for their roles in bringing about the change in control, while also offering them the freedom to either stick around or venture into new horizons.

However, not all is glittering gold with single trigger vesting, especially from the perspective of investors and the company itself. Envision the scene after a thrilling basketball match where all players are allowed to leave freely right after the game, potentially causing the team to fall apart. Similarly, this vesting strategy can lead to a risk of valuable employees departing post the change in control event, which may leave the company in a state of disarray. Moreover, the company may find itself incurring extra costs, much like a basketball team manager needing to scout and sign new players or offering appealing contracts to retain the existing ones. In the case of the company, these expenses can come in the form of recruiting new employees or restructuring incentive compensation plans to encourage key team members to stay aboard.

Understanding Double-Trigger Vesting

Think of double-trigger vesting as a two-factor authentication system. Just like you'd need both a password and a unique code sent to your device to log into a secure system, under this vesting arrangement, two specific conditions must be met before the vesting of the awards accelerates. The first "factor" is a change in control event, such as a merger or acquisition. The second "factor" is a qualifying termination of employment, which could include termination without cause, resignation for good reason, or even in regrettable cases, death or disability.

This dual-conditional arrangement, akin to the two-factor authentication system, provides an added layer of security and stability. For the company, it's a safety measure to maintain key employees, reducing the likelihood of a mass departure after a change in control. However, it does pose an increased risk for the employee. What if the shares or options that are due to vest disappear after the change of control? It's like a student promised a thrilling roller coaster ride after graduation, but when the time comes, the roller coaster has been replaced with a slow-moving carousel.

To avoid such an unexpected twist, it could be pre-determined that upon a change of control, the employee will either forfeit all their unvested shares, or those shares will undergo accelerated vesting. Another solution might be to convert the shares into cash at the time of the control change and distribute the cash based on the original vesting schedule, with the proviso that the employee would receive all of the cash if there were a qualifying termination of employment.


We hope this article has been informative and useful for your business. If you have any questions or comments, please contact us at info@wilkinsonlawllc.com. We plan to answer general questions in an upcoming FAQ series. If you need legal advice specific to your situation, please ask to schedule a consultation with an attorney to discuss your company’s goals.

As we continue to unpack the complexities of incentive compensation, we invite you to join us in our next exploration tomorrow. We will be delving into an equally important aspect: “How does Section 83(b) affect incentive compensation granted by LLCs taxed as corporations?” This topic will shed light on the interplay between taxation and incentive compensation, further enriching your understanding of this multifaceted domain.

This article is for informational purposes only and should not be relied upon as tax or legal advice. Please consult professionals for advice tailored to your specific situation. The author and publisher assume no responsibility for any errors or omissions or for any actions taken based on the information presented.