Subject: Independent Study Proposal (ILR 7990) I’m writing to provide information regarding my MILR independent study proposal for the Spring 2022 semester. Assistant Professor Paul Davis will be my supervising faculty for this project. The information below will help you understand my motivation in diving deeper in the topic of financialization and its compensation implications. Working Title of Study Compensation Implications and Structure Changes as Startups Grow Up Statement of Study With the IPO and SPAC boom the past two years, I want to understand how compensation practitioners prepare for an IPO or SPAC and how compensation practices and structures need to change to align to the changes of the business. Research Questions How does a startup’s compensation philosophy and structure change as it raises capital and becomes a public company via an IPO or SPAC? What are the processes and due diligence? Who are the key players and decision makers involved? What are the variables and factors startups evaluate to make changes to their compensation’s philosophy and structure? What kind of employee evaluations are considered to retain employee during this change? Explanation of Research Questions and Research Methodology With the growing IPO and SPAC market, it is essential for HR professionals to understand these business transactions, what are the HR needs and involvements, and how HR needs to have a seat at the table for discussions from the very beginning. Specifically, compensation professionals need to be a part of the conversation to effectively evaluate, manage, and reiterate compensation philosophy and programs to adhere to the company’s changes to stay market competitive. To answer my research questions, I will be conducting a literature review and interviewing compensation practitioners on their experiences managing compensation before, during and after these transactions. - - Literature Review I will be reading articles and reports from multiple sources. o Published academic articles on this topic; o Published articles on IPO and SPAC processes and trends from consulting firms, such as Deloitte; o Published articles on IPO and SPAC processes and trends from laws firms, such as Cooley and Goodwin; o Published articles on IPO and SPACs and its HR and compensation implications from compensation consulting firms like Aon Radford, Compensia, FW Cook, Pearl Meyers, and Meridian. Interviews I will be identifying and reaching out to compensation professionals who have worked or are currently working with companies that filed for an IPO or SPAC from 2020 and onwards. I hope to understand what was done before, during, and after the transactions—and its outcomes. In the 30-minute interview—or longer, if opportunity permits—I will be asking a few questions. Questions are subjected to change based on the conversation. o Background: Can you give me an overview of your compensation philosophy and programs before the IPO or SPAC transaction? o Timing: When were you looped into IPO/SPAC discussions? Would you say you had enough time to manage the changes effectively? o Evaluation of changes: What needed to be reviewed: equity plans, executive compensation programs, incentive programs? How did you determine what needed to change based on the changes of the business? What were the compensation elements that needed to be reviewed and how did you prioritize them? o Changes: What were the compensation changes that the company move forward with? Did the change happen before, during, or after the transaction? How did you go about with your analysis? What factors and variables were top of mine for you when making these recommendations? o Approval: Who were involved in advising and/or approving your recommendation(s)? In what capacity (or how closely) did you have to work with the Founders, the Executive team, the HR leadership team, Finance team, Legal team, and/or Compensation Committee members? o Employee Outcomes: How did you communicate to employees concerning these changes? What were the reactions? o Employee Retention: What steps were taken to evaluate employee’s compensation and determine key talent during this process? What was done to retain key talent—were compensation changes made before or after transaction is complete? o Reflection: Would you have done anything differently (if you had more budget, more information, had been involved in the process earlier)? Specific Deliverables I will be writing a 15-page paper on my study. The paper hopes to identify and include the following information: My motivation and interest in conducting this study; An overview of researched trends of IPOs and SPACs, due diligence activities, and their HR implications; Patterns and trends of compensation implications and any structure changes during and after IPOs or SPACs; My recommendations to ensure a firm’s compensation strategy aligns with the firm’s unique stage of development and its changes. Articles, Books, and Sources for Research Project I will be using multiple sources to supplement my learning in this project. Please see a few of the reading materials below. - - Academic Articles o HRM in entrepreneurial firms: A systematic review and research agenda (Lancker, et al, 2021) o Employee Compensation in Entrepreneurial Companies (Bengtsson and Hand, 2013) o Leaving a Legacy: Position Imprints and Successor Turnover in Young Firms (Burton & Beckman, 2007) Reports and Articles on IPOs and SPACs from consulting and legal firms o Roadmap Initial Public Offerings (Deloitte, 2021) https://dart.deloitte.com/USDART/pdf/e316fec1-b29b-11e8-93d3-f398aa9dc17b o Strategies for going public (Deloitte, 2020) o Accounting and SEC Reporting Considerations for SPAC Transactions (Gillespie, et al, Deloitte, 2021) - o Private-Company CFO Considerations for SPAC Transactions (Gillespie, et al, Deloitte, 2020) o How to plan for the first days as a public company after a SPAC merger (Malmberg, Deloitte, 2021) o Equity Compensation Considerations Pre-and Post-IPO (Orrick, Herrington & Sutcliffe LLP) Reports and Articles on Compensation Trends during IPOs and SPACs o Compensation and Benefits for Startup Companies (Tibbetts & Donovan, Harvard Business Review, 1989); o Going Public: Key compensation issues in preparing for an IPO or SPAC merge (Szabo & Kzirian, Meridian Compensation Partners, 2021); o IPOs and Executive Pay (Kzirian & Harvey, Ethical Boardroom, 2018); o Private Companies Redesign Their Employee Equity Plans as IPOs Near (Holm & Hoffman, Aon Hewitt Radford, 2015) o Ready, Set, IPO: A Three-Part Plan for Executive Compensation (Newth & James, Pearl Meyer, 2020) o A Practice Guide to Compensation Committee Service: Lessons from the Field (Hosken et al, Compensation Advisory Partners, 2007) o Pre-IPO Pay Practices in the Current Economic Environment (Compensia, 2009) o Preparing for an IPO – Compensation Your New Directors (Compensia, 2014) o Equity Practices at Technology Companies with Multi-Class Stock Structures (Compensia, 2020) o IPO: To, through, and beyond – a roadmap for equity professionals (Fidelity Investment & Aon Hewitt Radford, 2021) * * *