What Are the Best Practices for Designing, Implementing and Administering Incentive Compensation by LLCs Taxed as Corporations?

A hearty welcome to the second-last stop in our series! Your progress this far underlines the tenacity so essential in business success. This article takes you into the heart of crafting effective incentive compensation plans for LLCs taxed as corporations. It’s about knitting a rewarding fabric where employees are motivated, applicable law is followed, and business objectives are woven into a seamless pattern. The art of balancing these three elements is what makes this journey captivating. So, buckle up and dive right in, as we share best practices from our legal treasure trove!

A Fine Balance: Cultivating Success in Incentive Compensation Design and Administration

Before we embark on the journey through best practices, it's worth noting that our goal is to create a fruitful plan that nurtures both the growth of your business and your team. Each practice we'll discuss is like a different aspect of tending to an orchard, aiming for a bountiful harvest of success.

Identify the Ideal Plan Administrator

The gardener of your orchard, or the plan administrator in our context, can be the board of directors, a committee, or chosen officers. Just like a skilled gardener, they should have the authority and knowledge to interpret plan rules, select participants, and determine award types and amounts. They interpret ambiguous terms and make sensible interpretations, akin to deciding which trees need pruning and which ones require more sunlight.

Create a Dedicated Reserve

Allocating a dedicated reserve of units for incentive compensation is like sowing the right seeds for a prosperous orchard. These reserved stock units the base for the rewards that drive success and keep your team motivated. Just like a well-planned mix of fruit trees, this ensures diversity in rewards, maintaining engagement and commitment.

Recycling the Units

Unit recycling is akin to managing the fallen fruits or expired, forfeited, or canceled equity awards. It’s important to detail how these awards will be handled in the plan. Similarly, any occurrences like mergers might necessitate assimilating awards from other plans. Such actions and their impact on available units should be clearly outlined, just as a gardener would plan for unexpected weather conditions or diseases.

Optimize Award Adjustments

Adjusting award terms during corporate events such as mergers or reorganizations ensures that the rights of equity award holders remain protected, just like pruning keeps trees healthy and balanced. It includes changing stocks, modifying outstanding awards, altering exercise prices, and assessing value determinations. Although plan administrators may have discretionary authority, equitable adjustments must be consistently applied across equity restructurings and corporate events.

Uphold Document Integrity

Preserving documentation is akin to maintaining a meticulous garden journal. Every contract, approval record, and filed document is a crucial entry in this record, supporting the whole enterprise. This includes the operating agreement, grant approval records, signed documents from team members, and even copies of Section 83(b) filings by team members, complete with mailing proof. Just as a gardener might reference past seasons' data during planning or sale, potential acquirers may wish to review your documentation during the sale process.

By carefully implementing these practices, you're cultivating an incentive compensation plan that aligns perfectly with your business goals and team’s aspirations, setting the stage for a flourishing orchard and a successful harvest.


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.

With your incentive compensation plan firmly in place, you’re well on your way to fostering a thriving, motivated team. But how do we determine its effectiveness? Don’t miss our final article in this series, where we’ll delve into the crucial topic of evaluating and measuring the success of your incentive compensation plan for LLCs taxed as corporations. Stay tuned!

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.