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Updating internal equity process - peopleops DRI
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# Internal Equity Grant Process | ||
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Page purpose: | ||
DRI: Kemper Hamilton | ||
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Page purpose: | ||
1. Define how new hire and refresh equity grants are entered into BambooHR | ||
2. Outline process for obtaining board approval for grants | ||
1. Includes pre-board meeting audits, obtaining list of approved options granted, and entering approvals into Bamboo | ||
1. Includes pre-board meeting audits, obtaining list of approved options granted, and entering approvals into Bamboo | ||
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# Equity Basics | ||
## Equity Basics | ||
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A few basics: | ||
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1. **Carta** is the system of record for granted options. | ||
2. A **granted option** has been approved by the board. | ||
3. The board meets quarterly to approve grants. | ||
4. **BambooHR** is the system of record for Proposed, Not Yet Granted option grants | ||
5. This document contains a process for moving grants from Proposed to Granted status via board approval. | ||
2. New hires option grants are recorded in BambooHR as ‘Proposed, Not Yet Granted’ options | ||
3. The board meets quarterly to approve grants. | ||
4. A **granted option** has been approved by the board. Once approved, People Ops updates Bamboo to reflect ‘Granted’ status | ||
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You can find more info on our Equity plan [here](../../../../../benefits-pay-perks/pay-expenses/compensation/equity-faq.md) | ||
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# Entering Equity Grants into BambooHR | ||
## Entering Equity Grants into Bamboo | ||
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BambooHR is the source of truth for our equity grants. This process describes data entry procedure for the Options section, located on each Teammate’s Profile>Job Tab. The Options section is used to populate the list that is sent to the board for approval on a quarterly basis. It must be kept up-to-date. | ||
BambooHR is the source of truth for our equity grants. This process describes the data entry procedure for the Options section, located on each Teammate’s Profile > Job Tab. The Options section is used to populate the list that is sent to the board for approval on a quarterly basis. It must be kept up-to-date. | ||
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## Entering a new grant | ||
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The People & Talent Teams are responsible for entering new grants. Managers may enter new grants [as outlined in the handbook](compensation-role-changes.md#requesting-a-compensation-change-equity-only), but should consult with their People Partner first. | ||
### Entering a new grant | ||
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The People & Talent Teams are responsible for entering new grants. Managers may [enter new grants as outlined in the handbook](compensation-role-changes.md), but should consult with their People Partner first. | ||
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1. Navigate to each employee’s BambooHR Profile>Job Tab | ||
2. Scroll to the Options section and select “+Add Options.” Enter the following information: | ||
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**Status:** Proposed, Not Yet Granted | ||
**Status:** Proposed, Not Yet Granted | ||
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**No. of Options:** Granted options amount in [number of shares] | ||
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**No. of Options:** Granted options amount in <span style="text-decoration:underline;">number of shares</span> | ||
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**Vesting Start Date:** Date of hire or date listed on [refresh letter](https://docs.google.com/document/d/1mxUn554OSdaexP3Kpw4Q-T4clMC_hVD15WGijLz_zdk/edit) | ||
**Vesting Start Date:** Date of hire or date listed on [refresh letter](https://docs.google.com/document/d/1mxUn554OSdaexP3Kpw4Q-T4clMC_hVD15WGijLz_zdk/edit) | ||
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**Grant Date:** Leave blank | ||
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**Exercise Price:** Leave blank | ||
**Grant Date:** Leave blank | ||
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**Certificate Number:** Leave blank | ||
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**Equity Notes:** Include Grant Type (see below) | ||
**Exercise Price: **Leave blank | ||
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Starting September 2022, we will begin using the Equity Notes section to specify what kind of grant is awarded. Noting the type of grant helps with auditing grant amounts prior to board approval. Equity notes are not visible to Teammates. | ||
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3. Click “Save.” | ||
**Certificate Number:** Leave blank | ||
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**Equity Notes:** Include Grant Type (see below). | ||
Starting September 2022, we will begin using the Equity Notes section to specify what kind of grant is awarded. Noting the type of grant helps with auditing grant amounts prior to board approval. Equity notes are not visible to Teammates. | ||
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3. Click “Save.” | ||
4. Update status from “Proposed, not yet granted” to “Granted” **only after board approval.** | ||
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## Grant Types | ||
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### Grant Types | ||
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_Always include a Grant Type in the Equity Notes in BambooHR option section._ | ||
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- New Hire Grant | ||
- Promotion | ||
- Equity Refresh | ||
- Retention\* | ||
* New Hire Grant | ||
* Promotion | ||
* Equity Refresh | ||
* Retention* | ||
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*Not currently in use | ||
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\*Not currently in use | ||
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# Board Approval Process | ||
## Board Approval Process | ||
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The People Team is responsible for preparing the initial data pull from BambooHR, and sharing a final list of grants made since the last board approval with the Legal Team. This includes auditing BambooHR for accuracy. The People Team is responsible for maintaining BambooHR records, which includes updating approved grants from “Proposed, Not yet granted” to “Granted” in BambooHR following board approval. | ||
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1. Pull the report titled “Equity Audit” from BambooHR. This will include all equity grants and we will perform filters/audits to prepare the list of grants that is sent to Legal for board approval. | ||
2. After downloading the "Equity Audit Report" filter the report to only include "Proposed, Not Yet Granted" options | ||
3. Ensure Vesting Start Dates are all listed as _after_ the last board approval date. If any are from previous quarters, check whether they were missed in the previous board approval process and must be included in this round of board approvals, or if they were already approved by the board and just need to be marked as "granted" in Bamboo. | ||
4. Cross-check whether there are any equity change requests _in progress_ in Bamboo with effective dates during the relevant timeframe. These should be added to the report before sharing with Legal. | ||
5. Cross-check all options amounts against a) Signed offers or b) refresh/promo letter. Amounts listed in documents must match Bamboo | ||
[Full internal process here.](https://docs.google.com/document/d/1W_rpuSFhem1Mf1uoKDt-HrUBU-fhdEkGssWqx4qIIQw/edit) | ||
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- Both should be in the Documents tab in Bamboo - add them in if they are not | ||
- When there is a promotion cycle, double check against final list of approved promotions to make sure all have been entered into Bamboo | ||
### 2 weeks before board meeting | ||
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6. Pull a report of all new hires, and check to ensure every new hire since the last grant date is on the list. | ||
People Ops will pull a report to determine all equity grants from the previous quarter. This report will be used to populate [Carta's option spreadsheet](https://docs.google.com/spreadsheets/d/1eVQc6D1nyK07GLGcmWtCq-uoUN0cB5FW/edit?usp=drive_link&ouid=112937061981605591616&rtpof=true&sd=true). Legal and Finance will review the spreadsheet. | ||
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- Our current comp structure means everyone is stock-eligible. | ||
- Confirm Vest Start Dates entered into Bamboo correspond with New Hire Start Dates for all New Hire Grants | ||
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7. Use data from the report to populate the [List for Legal - Template](https://docs.google.com/spreadsheets/d/1Spcdo6KWsALewP9PDfJ8tyb1TXoabwYNEHXNx6EQHe4/edit#gid=0) | ||
1. Copy/paste names into this template from report | ||
2. Copy/paste “No. of options” into template | ||
3. Copy/paste “Vesting Start date” | ||
4. Copy/paste “Country” into column H, “ISO/NSO” | ||
5. Replace United States with ISO | ||
6. Replace all other countries with NSO | ||
7. For “Relationship," those receiving ISOs are “Employee.” All else are “Consultant.” | ||
1. Note: Make sure that all Consultants receive NSOs. Some US teammates are part-time or temporary consultants--they should receive NSOs and be Consultants. Process improvement opportunity is to add employee type to the Equity Audit report and use that instead. | ||
8. Skip these (Legal fills out): Exercise/vest schedule & % fully diluted | ||
8. Double check that no grants were accidentally marked as "Granted" in Bamboo by removing all filters from the Equity report, and filtering only by vesting start date. Any grants from the current quarter should be marked as "Proposed, Not Yet Granted" since they haven't gone through board approvals yet. If any are marked as "granted" already, run a report in Carta to check that the grant is, actually, Granted before adjusting to "Proposed, not yet granted" and adding them to the report for Legal/Board approval. **Carta is the system of record for approved grants**. Likewise, offer letters are the source of truth for new hire grants. | ||
9. Send the populated List for Legal to our Legal team via [#stock-option-grants](https://sourcegraph.slack.com/archives/C0340RSGWQN) **Ensure you are not posting in the public channel!** | ||
10. Legal team sends the list to outside counsel and facilitates board approval | ||
### 1 week before board meeting | ||
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# Recording grants as approved in Bamboo | ||
PeopleOps will send the spreadsheet to Orrick who prepares/facilitates board approval. | ||
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People Ops saves the list in the people/legal drive [Reports folder](https://drive.google.com/drive/folders/1cTQ0STmkbDNSscam7A5RWIS2NwReB1Vg) | ||
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## Recording grants as approved in Bamboo | ||
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Following each board meeting, BambooHR must be updated to reflect approved grants. | ||
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The Legal team will post in #stock-option-grants with a list of approved grants (the Options report, mentioned below). Grants should be updated to “Granted” status within one week of receiving this list. | ||
Orrick will alert PeopleOps when the grants have been approved and PeopleOps will then update grants to “Granted” status in Bamboo. No need to update Carta, Orrick will handle. | ||
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To record approved grants: | ||
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1. Navigate to each employee’s BambooHR Profile>Job Tab | ||
1. Navigate to each employee’s BambooHR Profile > Job Tab | ||
2. Scroll to the Options section and select the “Edit” button next to grant(s) listed as “Proposed, Not Yet Granted.” | ||
3. Update each field denoted with a \* below | ||
3. Update each field below | ||
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**Status:** Update to Granted | ||
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**No. of Options:** Granted options amount in [number of shares][Verify this number matches the number in the report of approved grants received from Legal] | ||
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**Vesting Start Date:** Verify this date matches Date of hire or [refresh letter](https://docs.google.com/document/d/1mxUn554OSdaexP3Kpw4Q-T4clMC_hVD15WGijLz_zdk/edit) | ||
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**Grant Date:** Enter grant date from Options report | ||
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**\*Status:** _[Update to]_ Granted | ||
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**No. of Options:** _[Verify this number matches the number in the report of approved grants received from Legal]_ Granted options amount in <span style="text-decoration:underline;">number of shares</span> | ||
**Exercise Price:** Leave blank (Carta will be our source of truth) | ||
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**Vesting Start Date:** \_[Verify this date matches “vesting start date” on report] \_Date of hire or[ refresh letter](https://docs.google.com/document/d/1mxUn554OSdaexP3Kpw4Q-T4clMC_hVD15WGijLz_zdk/edit) | ||
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**\*Grant Date:** _[Enter grant date from Options report]_ | ||
**Certificate Number:** Leave blank | ||
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**\*Exercise Price:** Leave blank (Carta will be our source of truth) | ||
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**Certificate Number:** Leave blank | ||
**Equity Notes:** Do not change. | ||
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**Equity Notes:** Do not change. | ||
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Once all grants have been approved, pull the report titled “Equity Audit.” All grants should be listed as “Granted” OR have a Vesting Start Date later than the date the previous board meeting’s options list was finalized and be listed as “Proposed, Not Yet Granted. | ||
Once all grants have been approved, pull the report titled “Equity Audit.” All grants should be listed as “Granted” OR have a Vesting Start Date later than the date the previous board meeting’s options list was finalized and be listed as “Proposed, Not Yet Granted. | ||
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Any options listed in BambooHR as “Proposed, Not Yet Granted” should <span style="text-decoration:underline;">not </span>be in Carta. | ||
Any options listed in BambooHR as “Proposed, Not Yet Granted” should _not_ in Carta. |