Tag Archives: insurtechs

Startups Must Look at Compensation Plans

Traditional IPOs give private firms months (if not years) to prepare for the governance requirements of being a public company — including adjusting compensation plans, hiring independent directors and establishing charters and bylaws, for example. The explosion of special purchase acquisition companies (popularly known as SPACs) in the market highlights one of the things “reverse merger” deals don’t have — time. There are often just weeks between when an investor approaches a target company with a letter of intent and when a contract is signed, formally taking the firm public.

This accelerated timetable to go public is what makes SPACs attractive to many investors and founders. But a short timeframe also forces the target company to act quickly, ensuring compensation plans meet the evolving needs of the firm and that governance processes are addressed following the acquisition.  

In this article, we’ll explore the biggest compensation and governance issues private firms should address and then plan for when approached by a SPAC investor.

Adjust Compensation Plans Before a Deal Is Signed

When a firm is approached by a SPAC investor, the business should ensure its compensation plans are in order and make any necessary adjustments before signing a letter of intent for a deal. Once the letter is signed, the investor will need to be involved in approving changes, which can complicate the process.

In a traditional IPO planning scenario, we recommend leaders establish or review their guiding compensation philosophy, what they can afford on cash and equity programs, internal pay equity and pay for performance alignment. There’s little time for that kind of deeper analysis on a SPAC deal, however. The target company needs to be pragmatic and look at what changes to executive compensation and equity incentive plans can be done immediately.

Here is a checklist of items to tackle first and quickly to ensure your compensation programs are ready for when the acquisition is complete, and the firm is public:

  • Update broad-based and executive peer groups. Peer groups will shift from pre-IPO and private companies to public firms of similar size and industry or to where the firm is competing for talent. Keep in mind that the COVID-19 pandemic has accelerated the number of employees working remotely, effectively widening talent pools. Smaller, private firms are more likely to hire from local talent pools but that will likely change as a business grows — therefore, new peer groups may need to include businesses outside of the local market or industry.
  • Revisit current and future change-in-control provisions. Many incentive plans include CIC provisions for more traditional transactions and don’t apply to SPAC deals. First, determine whether your incentive plans need to specify SPAC deals more explicitly. Then, update CIC plans for when the company is public. It’s in stakeholders’ interests that key executives have reasonable employment protections that allow them to focus on executing strategy and driving performance.
  • Update parameters for equity incentive plans. Determine the ideal number of shares to authorize given what’s already outstanding and the company’s future headcount growth needs. We typically recommend a plan include an annual evergreen feature because they allow for an automatic, formulaic increase in plan reserves, typically at the start of each new plan year. Absent such a provision, increases in plan reserves after an IPO require shareholder approval via a proxy vote. Firms will also need to consider whether outstanding equity will be converted, cashed out or canceled upon completion of the acquisition.
  • Retain key talent through the close of the deal. Cash compensation and unvested shares should be market competitive to retain key talent through the transaction. The uncertainty surrounding SPAC deals can present a flight risk for employees.
  • Decide whether to introduce an employee stock purchase plan (ESPP). ESPPs can add a lot of employee value with minimal cost and are more widespread depending on company industry and size. To learn more abouot ESPPs, please see our article on plan prevalence here and plan design here.

Integrating the Board and Setting Up Director Pay

A SPAC acquisition is complicated and requires effective communication between the business leaders and the boards of both the SPAC and the target acquisition. Furthermore, the founders and board members of the target firm often stay at least for a certain period after the acquisition is complete. Therefore, it’s important for the combined team to build a positive relationship from the start.

Board members won’t typically receive compensation until the deal is complete and the company goes public. Instead of receiving cash compensation, SPAC board members receive pre-IPO founder shares of the SPAC. The founder shares for the SPAC investors are converted into common shares on the first public day of trading in a ratio of 1:4.

See also: How Startups Will Save Insurance

Once the SPAC is taken public, we advise the board to meet with external advisers to determine the market rate for board compensation based on the firm size and industry. As with many governance issues, director compensation has received extra scrutiny from investors in recent years and newly public companies need to establish fair pay plans that aren’t deemed excessive by proxy advisory firms and institutional investors. The largest proxy advisory firm, Institutional Shareholder Services (ISS), deems director pay excessive if it is within the top 2% to 3% of companies in the same sector and index.

Addressing Governance Processes Once Public

With investors increasingly scrutinizing the governance policies of public companies, including those that are newly public, going through a SPAC means your company will need to act quickly on governance issues.

Consider that, a few years ago, ISS began recommending investors vote against or withhold votes from the entire board of a newly public company (except new nominees to be considered on a case-by-case basis) if the board adopts bylaws or charter provisions that allow for what ISS deems egregious governance policies. These include supermajority vote requirements, a classified board structure and a multi-class capital structure.

There are numerous actions that pre-IPO firms should take early on. SPAC investors typically don’t have a lot of experience with public company governance requirements, so business leaders will rely heavily on the expertise of external advisers and the newly formed board of directors.

The first steps should include recruiting independent board members from diverse backgrounds (e.g., gender, race, ethnicity, work experience). From there, establishing independent committees and charters and then developing an annual independent board evaluation process to provide insight into performance are key. Once those processes are established, companies need to develop a plan of disclosing their governance policies to stakeholders. While certain public disclosure is required (e.g., director bios, their independence, committees and charters), the level of detail can vary, and many institutional investors are expecting more robust disclosure than has been standard. As part of this, showcasing an awareness of environmental, social and governance issues (ESG) in public disclosures can also help to position a newly public company favorably relative to investors, customers and employees.

Agents Must Better Explain Their Value

If agencies can’t do a better job of explaining their value, better marketers will convince consumers they are more ethical than you.

A recent press release from an insurtech caught my attention and ire. What first caught my eye was how the startup measured success in coverage placed, i.e., total policy limits rather than premiums or commissions, to make themselves look successful. For people who don’t know the difference, it was impressive that a 12-person startup agency could place $2 billion in coverage in four years! The average 12-person agency only has $1.2 million to $1.6 million in revenue. This insurtech is outperforming the average agency by 1,430 times!

$2 billion in coverage at $1 million in liability only is just 2,000 policies. Assuming there is some auto and comp and whatever else in there, let’s say 1.5 policies per customer; that is only 1,333 customers; or, in other words, they basically wrote one account per day over four years. Those kinds of policies average around $500 commission each, which may be generous but I’ll use that figure. That amounts to $667,000 in revenue. Divide that by 12 people, and the result is $55,000 revenue per person.

Insurtech is supposed to be about scale. The definition of scale, in all directness, is doing more with fewer people. Scale is nothing else. $55,000 in revenue per person is not scale.

What next caught my attention was their statement that the traditional insurance model provides agents incentives to sell customers policies they don’t need or contain inflated coverage limits. I’d really like to see solid proof that this regularly occurs. I don’t know the captive agent world well, so maybe it happens there, but I doubt it. I know the independent agency world extremely well, and I have rarely seen this happen.

The system actually works the opposite of their statement. In the traditional agency model, for many complex and intertwined reasons, agents actually have more incentive to sell clients less coverage than they need even though they are threatened with E&O suits for doing so! I have seen a large number of agents sued for not selling adequate limits or the right coverages. In the COVID-19 world, has anyone seen an agent sued for selling too much business income insurance?

For 25 years, I have been cajoling, arguing, demanding, yelling and screaming at agents to use coverage checklists, and yet agents are no more likely to use coverage checklists today than 25 years ago. (I’m a failure!) It has been proven over and over in E&O studies that using coverage checklists to ensure clients are offered adequate coverages is the best solution for both clients and agents!

I have only seen one suit brought in the independent agency world for selling too much insurance, and the suit was aimed at the carrier because it was the carrier’s practices, not the agencies’ practices, that allegedly resulted in excessive and unnecessary limits. I’ve never even heard of an agent being sued for selling clients too much insurance.

This insurtech advised that their model works because they make up the difference with finance fees. Their story sounds great to a large proportion of consumers. Consumers do not know how much insurance they need because no agent has ever educated them on how much insurance they need. I teach a lot of insurance classes and have conducted a lot of E&O audits; few people ever discuss the importance of drop down UM coverage on an umbrella policy (in fact, many agents and customer services representatives don’t even talk about the importance of an umbrella policy). Selling unnecessary coverage is really, I mean really, really hard when most agents do not even offer necessary coverage. I was with a retired family member who had paid off his mortgage and wanted to drop his homeowners’ insurance. I explained he would lose his liability coverage. This is an extremely smart person and yet not one single agent in 40 years had ever explained the importance of liability coverage to him!

Professional agents will lose if they don’t educate their clients as to why they need more coverage. They will lose to agents who actually advise those same clients, who do not have enough insurance, that their incumbent agent has actually sold them too much coverage! Pay for what you need, they say, but the consumer has no idea what they need!

See also: 4 Post-COVID-19 Trends for Insurers

A huge proportion of producers exacerbate this problem when their client asks, “How much liability should I purchase?” The producer frequently answers, “As much as you can afford.” What is the difference between this “professional” advice and insurtechs’ advertising, “Buy as much as you can afford.” It’s the same advice! The correct response is to help your customer figure out what they can afford to lose and then recommend that they buy an appropriate limit.

The insurtech’s press release articulates so much of what I see as wrong and unfair in this industry. Yet, the failure of agents to educate their clients and offer the right coverages and their own lack of knowledge about coverages has opened the door wide for this kind of upside-down and sideways marketing pitch to actually make sense to consumers. A low down payment with significant finance fees has been a successful business model for a long, long time.

One other possibly dubious claim is that insureds will still save 35% because carriers are willing to reduce their price because the insurtech agent is so efficient. This claim may be true in some instances because reducing acquisition cost is a huge goal for carriers today. However, a 35% savings? Let’s do the math on this:

The industry average loss ratio has been 61% over the last five years. The average profit margin is around 10%, including investment income. Independent agents are paid an average of around 13%, including comp. So, no matter what an agent does, the most carriers can save is 13% by eliminating agency compensation. An argument may exist relative to some additional savings relative to frictional costs, but not enough. The carriers’ average total expense ratio is around 28% excluding LAE. If I remove the commission of 13%, that only leaves 15%. A 35% reduction in expenses is impossible.

Additionally, using a 61% loss ratio, and if the rate is 35% less, the loss ratio would be 96%, all else being equal. Even if all commissions are eliminated, the loss ratio is still 83%. An 83% loss ratio is not sustainable.

Now, maybe the quoted 35% savings is meant to mirror other disingenuous price saving advertising such as, “The average customer who switched saved $350!” That is an entirely pointless but quite effective ploy. Let’s say 1,000 people shopped that carrier’s site, and 990 stayed with their existing carrier. The remaining 10 saved an average of $350. The people who did not switch may have saved an average of $350 by not switching, so they did not switch! Only counting one side of a ledger is illegal in finance, and perhaps advertising rules should be revised along the same lines. Either way, advertising that carriers are offering lower rates when it is just a math gimmick is mixing and matching in a manner that is highly questionable.

A true 35% savings from the same carrier requires special filings by that carrier or the use of a special purpose PUP company with previously filed deviated rates. That is an awful lot of work for a startup agency that has so little commission they announce sales in total policy limits.

See also: 10 Tips for Moving Online in COVID World

Always check the math on claims like this startup’s. More importantly, sell the right coverages, educate your clients on how much coverage they actually need and show them you won’t sell coverages they do not need. Don’t let firms like this insurtech beat you.

You can find this article originally published here.