Employee share schemes: a compelling loyalty bonus

Imagine you are a software designer, working from home in County Durham, and up pops a recruiter online, offering you a new job with a glamorous company in New York or Barcelona — based in your bedroom office.

What will keep you loyal to your present employer as you work from home? Certainly not the ping pong tables and free pizzas of the pre-Covid company office, nor probably the daily camaraderie of colleagues that you no longer regularly meet.

The “war for talent” in booming sectors such as technology means employers need incentives to show staff that loyalty will be rewarded. What could be more compelling than the promise they are not mere hired hands, but future co-owners in line for a big payout — as long as they stay for a few years?

One answer is the Enterprise Management Incentives (EMI) scheme, an employee share options scheme boosted by generous tax breaks from HM Revenue & Customs. Unlike the three better-known schemes — Share Incentive Plans (SIP), Save As You Earn (SAYE), and Company Share Option Plans (CSOP) — which are widely used by larger stock exchange-listed groups, EMI is aimed at smaller, younger, companies with a maximum payroll of 249.

“It’s a wonderful arrangement; it’s world leading,” says Liz Hunter, an expert on employee ownership schemes in the UK and globally. Other countries have tried, unsuccessfully, to emulate it, she says. But Hunter, a UK-based director of equity reward at KPMG, adds a caution. “There are an awful lot of trip hazards to it.”

In Newcastle upon Tyne, entrepreneur Charlie Hoult has spent a year developing an EMI scheme for all employees at Opencast, a technology consultancy he runs with his co-founder Mike O’Brien.

Opencast is growing fast; its clients are global financial services businesses, renewable energy companies and many UK government departments. Covid has boosted its expansion; it wrote software for HMRC for the pandemic-related Eat Out to Help Out scheme and the Self Employed Income Support Scheme.

Turnover has risen from £10m in 2020 to £15m in 2021, with £2.5m pre-tax profit. The 2022 sales forecast is £30m, rising to £50m in 2025, when the two founders hope to float Opencast on Aim. They anticipate a £100m valuation.

Until now, the two each owned 50 per cent. But their newly launched EMI scheme offers employees collectively one-third of the company’s value in share options. On flotation, these options, currently valued at 0.000002p each, would convert to shares worth, the founders hope, between £3 and £4 each. Employees staying until 2025 could have a payout of about a year’s salary, with EMI rules substantially reducing the tax due to HMRC.

This share options gift underlines Opencast’s teamwork philosophy — and the importance of retaining employees. Simon Whiteside, a partner at accountants Ryecroft Glenton who advised Opencast, is seeing rising interest in EMIs among UK growth companies.

EMI enthusiasts such as Ifty Nasir, founder and chief executive of Vestd, the UK’s first digital share scheme platform, says this can be the “little bit of magic” — the difference between success and failure. “Why should anybody bust a gut to help you become a millionaire?” he asks. “My argument is sharing it with the team is the best use of your equity.”

What counts is the end value, says O’Brien. “If what you’ve done is incentivise people to increase that, that’s what matters.”

“It’s teamwork, rather than ‘only bosses benefit’,” says Hoult. He adds; “We’d much prefer to make our colleagues rich and stay an independent than make venture capitalists rich who have just hitched a ride.”

Creating Opencast’s EMI scheme, launched to employees in December 2021 following final HMRC approval, has been like “three dimensional chess”, says Hoult. Opencast’s average salary is about £50,000 a year; this is not, he insists, a substitute for future pay rises and bonuses. “This is the cherry on the icing on the cake.”

Every Opencast employee has been granted thousands of share options, based on seniority and length of service. A proportion will be vested for each future year of service.

Employees have reacted positively. “They believe in us, that we are more powerful together,” says quality assurance engineer Natalia Lyaskina. She regularly receives unsolicited job offers but stresses: “I’m not in a position to be moved that easily.”

All four of the UK government’s direct tax-advantaged employee share schemes offer employees a range of tax advantages on shares options or issued shares. Employers may qualify for corporation tax relief. EMI and CSOP are discretionary schemes, while SIP and SAYE are all-employee schemes.

Most are used by listed companies, says Murray Tompsett, head of ProShare, established in 1992 by the Treasury, FTSE 100 companies and the London Stock Exchange to promote wider share ownership.

EMI caters mainly for privately owned growth companies. Launched in 2000, It has enjoyed cross-party support; devised and championed by former Labour prime minister Gordon Brown, it is now being reviewed by Tory chancellor Rishi Sunak, to see how it might be extended. Following a consultation, news of proposed changes is awaited.

ProShare says employee share ownership schemes boost productivity and morale and help employees share in the value they create, amass a nest egg and develop a savings habit.

Owning shares offers upsides and downsides. Pets at Home said recently that employees participating in its Sharesave scheme have gained on average £21,000 each; in contrast, staff at Northern Rock, the failed bank, saw the value of their shares wiped out. Hunter summarises: “Anything that is an option gives the holder a choice on whether they exercise that option. Anything that is a purchase plan will require an individual to commit money.”

Employee understanding of stock markets — lower in the UK than the US — is critical. Vicki Marchington, vice-president of people at Matillion, a high-growth Manchester-based technology business with a joint headquarters in Denver, Colorado, says: “One challenge, especially in the UK, is people understanding about equity and what it means.”

ProShare estimates between 2.1m and 2.2m UK employees are members of share plans. But with interest levelling off, possibly due to rules failing to keep pace with increased job mobility, it is lobbying ministers to update schemes. Of the main UK schemes, EMI is the only one to have recorded growth over the past 10 years, with 13,970 live schemes in 2019/20. But the number of people benefiting is limited; the 4,330 EMI schemes launched in 2019-20 applied to 39,000 people.

So if EMI schemes offer risk-free options to employees and are generating growing interest, what are the “trip hazards” of which Hunter warned?

Key among them is a failure to deliver. A “very significant number,” she says, do not pay out. Some advisers put this as high as 80 per cent.

Legal flaws abound. “We repeatedly see disqualified EMI plans for a variety of reasons,” says Hunter. Sometimes “defective drafting” at the outset is to blame, or ill-conceived “DIY maintenance”. 

HMRC rules are tight and complex. An acquisition, joint venture or business pivot into a non-qualifying area, such as property development, may nullify an EMI. So might changes in share capital.

To qualify for an EMI, a company must have less than £30m in gross assets and fewer than 250 full-time employees. Opencast now has 200, a figure that it wants to double this year. Beyond 249 employees, companies have to use other incentives. Lifting this ceiling is among changes the Treasury’s consultation could consider.

Also, in many EMI schemes, including Opencast’s, treatment of the share options of those leaving before they are triggered is discretionary. Opencast hopes to compensate “good leavers”, such as those retiring or departing for family reasons. But few companies reward people joining rivals or starting up themselves.

To deliver rewards to staff, EMI schemes need to coincide with a major company growth phase; Opencast had a previous scheme which, after 10 years, has just lapsed. The scheme was, say the founders, set up too soon.

The company has given the three employees remaining from the first scheme enhanced allocations this time, reflecting their loyalty. Senior administrative manager Jim Stevenson, one of the three, says the share options are “a great boost” but not, ultimately, the reason he has stayed. “It’s the culture and the people who work here. It’s a great place to work for.”