Category Archives: Profiles

Insiders and the Paycheck that Keeps Paying

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Most of us are familiar with getting a paycheck as well as the practice of receiving a bonus incentive for achieving top performance. And many people are familiar with investing in mutual funds to benefit from the stock market without having to manage a personal portfolio. But exactly how is it that public company insiders can accumulate such tremendous wealth? Is it just because the total numbers are bigger?

I have always thought of stock options and stock grants as the “paycheck that keeps paying.” If the company’s stock price continues to rise – and perhaps rise dramatically – the original option or stock value also increases.

In my head I imagine I have my Toyota at the starting line with the insider’s Formula 1 race car next to me. Sure my “Toyota” mutual fund rate of return is awesome, but the insider’s “Formula 1” performance stock units can go so much faster!

But how does the insider make incredible gains on their incentive awards in real life?

NVIDIA Corp. (NASDAQ: NVDA) chief financial officer Colette Kress is our obliging volunteer with a demonstration below.

The savings account is not even a real comparison is it? In that scenario, my Toyota is more like a beat-up, barely moving, 20-year-old Toyota compared to the insider’s Formula 1 – and that is with what has been a generous, harder to get 1% rate!

But when we get to a double-digit rate of return on the mutual fund – which is invested in the stock market – we see something close to a comparison to the NVIDIA stock rise — but not really. Why? Because NVIDIA stock rose in value faster and I had to make the initial investment. Ms. Kress was given the stock for her performance. Yup. The paycheck that keeps paying!

At this point someone usually reminds me that stock prices can go down, too.

This is true. But for a public company executive insider like Colette Kress, she earns a cash salary and bonus every year too, which has been around $897,000 from 2022 through 2024.

Her Performance Stock Units are a long-term incentive (i.e., long-term bonus). She receives her annual salary and short-term bonus in cash and her long-term incentive in performance stock units (PSUs), which vest into stock a little bit each year — adding a very generous layer of stock value.

This is Why I Say That Long-Term Incentives are Like the Paycheck that Keeps Paying

Hopefully, this example gives you a better perspective of how stock is an outsized addition to salary and cash incentives in the compensation package. And it is not just the executives who receive stock as part of their compensation package.

Top executives are considered insiders and must publicly report their compensation, but management and other employees likely receive stock awards, too. Just not quite so many!

When your prospect is a public company insider this automatically indicates the potential for significant wealth.

To know how much – or how little – requires some knowledge and skill. This is where the prospect research professional steps in to clearly present the full wealth picture of a prospect.

If you are looking for training on how to assess public company insider wealth from Securities and Exchange Commission (SEC) filings, check out the training offered at the Prospect Research Institute!

Curious about compensation and beneficial ownership, but also how to incorporate into capacity and the profile? This 3-workshop bundle has you covered! Enroll Now

Want to know more about insiders? Check out “Why Insiders” by Elisa Shoenberger.

Why Do Insiders Disclaim Beneficial Ownership?

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If you are a prospect research professional, odds are that you have searched for the beneficial ownership of securities table in a proxy filing with the SEC. But do you really know what beneficial ownership means Why do insiders sometimes disclaim the beneficial ownership they reported? Should you care? Maybe. If you have to explain it to others, such as development officers, then definitely!

The proxy (Form Def 14a) is the document a public company files each year to explain and be transparent about the securities or stock it has on offer for purchase by the public. After all, the SEC came into existence in 1933 to restore investor confidence in our capital markets after the stock market crash of 1929. From that perspective, beneficial ownership makes a little more sense.

A beneficial owner is…

  1. A person who enjoys the BENEFITS of ownership even though the stock is not directly owned in his/her name.

    For example, I may change the title of my stock to a trust, or a foundation, or an LLC, but still, maintain the benefit of ownership as a trustee or beneficiary or both.
    .
  2. A person (individually or as part of group) who has the power to vote on shares, or who wields influence over a shareholder’s vote.

Fundraising research is less concerned with whether the prospect can influence the votes of shareholders, but we do care about enjoying the BENEFITS of ownership, because this can have an impact on our prospect’s wealth picture.

James Dimon Example

Let’s look at an example: James “Jamie” Dimon is CEO of JP Morgan Chase & Co. (JPM). According to the beneficial ownership table in the proxy filed on 4/6/2020, he owns 9,538,667 shares of company stock. Or does he?

Footnote #3: Includes 115,800 shares owned by entities as to which Mr. Dimon disclaims beneficial ownership, except to the extent of his pecuniary interest therein.

If Mr. Dimon BENEFITS from those 115,800 shares, but DISCLAIMS this beneficial ownership, who might have legal and direct ownership of them?

A Form 4, Statement of Changes in Beneficial Ownership, must be filed every time an insider has a change in the number of beneficially owned shares. It often gives us greater detail on who owns exactly what shares. Could it help us with Mr. Dimon’s disclaimed, mystery 115,800 shares? Indeed, it does!

Form 4| Filing date 10/14/2020(much later than the proxy filing

Note the footnote #1 next to ownership by “LLC”? This savvy guy doesn’t want us to know the name of the LLC, just that it is an LLC.

Footnote #1 reads: Reporting person [James Dimon] disclaims beneficial ownership of such shares except to the extent of any pecuniary interest.

Mystery solved?

An LLC of undetermined name legally owns title to 143,388 shares of JP Morgan Chase & Co. stock. And Mr. Dimon DISCLAIMS that ownership, even though he is legally required to report it because he benefits from the ownership.

Translation / Interpretation

In Mr. Dimon’s example above, we are discussing fewer than 200,000 shares out of more than 9 million shares. From that perspective I care a lot less about that mystery LLC. But I have researched more than one prospect where the mystery LLC owns the lion’s share of stock. Sometimes I even know the full name of that LLC.

And too often, even knowing the company name doesn’t help.

As I have described before, someone like Mr. Dimon could be a member of an LLC in Delaware and the public (and even the Delaware Division of Corporations) wouldn’t know it!

The DISCLAIMING of beneficial ownership in Mr. Dimon’s case feels interesting because he benefits from a laundry list of indirect ownership that he does not disclaim: 401(k), family trusts, spouse, etc. Since he does indicate a pecuniary (financial) interest in the LLC shares, we might speculate that he expects to profit from whatever the mystery LLC is going to do with his shares, but that he argues that he is not influencing the investment.

Is Speculation Warranted?

Speculating is fun! And sometimes it does help to put numbers into perspective, especially if you are fussing over exactly how much and what kind of gift proposal to put together for a prospect.

Following is my completely fictional speculation about Mr. Dimon’s mystery shares as written for the prospect profile. For this fictional example, assume that I discovered the name of the LLC was MiamiBeach LLC and that I knew his daughter started a real estate venture in Miami Beach.

We know that Mr. Dimon’s 32-year-old daughter recently began a real estate venture in Miami Beach, Florida. We do not know who owns Miami Beach LLC because it was incorporated anonymously in Delaware. Since Mr. Dimon disclaims ownership of the shares owned by Miami Beach LLC, we might speculate that it is his daughter’s company, and that Mr. Dimon invested those shares in his daughter’s company, expecting a financial return.

We can speculate, be we can’t actually KNOW this to be true. The information about the true disposition of those shares is NOT available to confirm our speculation.

Be Clear. Be Firm. Have Fun!

If you are going to pick apart stock holdings and speculate, just be sure to use very clear language. Words such as the following are useful:

  • We do NOT know if this is true, but we are GUESSING based on…
  • We can NOT know who owns this company, but we SPECULATE…
  • Mr. Dimon disclaims his ownership of these shares and although we can NOT know the details of exactly who owns the shares, we SPECULATE…
  • Because this is SPECULATION, you might want to consider these shares as NOT available for gifting.

The pressure on your development officers to raise the most money possible to further your mission is real and it is powerful. If you are comfortable speculating, it can help your development officer to put the stockholdings into perspective relative to the full philanthropic and wealth picture of the prospect.

But there is a limit to what we can know. And when the prospect has deliberately placed information beyond public viewing, it is worth stating. After all, our prospects are just as entitled to their privacy as we are. To attempt to pull back the veil of privacy could be construed as disrespectful with the potential to damage the relationship.

I enjoy the tangled web of financial filings and the constant rebalancing of how exact to attempt to be when presenting the information. I hope this example made beneficial ownership just a little bit clearer.

Additional Resources

  • Want to dive in deep to insider SEC filings? Become a member and enroll in the Insider Stock and Compensation Course. >>Learn More
  • Wish you had an SEC filings reference book handy? Purchase the Insider Stock and Compensation Workbook and focus on filings and information that matters for fundraising. >>Learn More
  • Can You Really Hide LLC Ownership? You Betcha!| Jennifer Filla | 2020

Watch out Prospects! Got a Photo? Gotcha!

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Do you know how it is when you find a new tool and suddenly it appears EVERYWHERE?! This is how I feel about relationship mapping. Ever since I purchased a subscription to Prospect Visual, I have started to notice different relationship mapping techniques and applications all over the place. My recent quest for facial recognition searches on photos is a case in point.

My typical nonprofit client doesn’t have a huge warehouse of internal data and often feels an urgency to add to its current donor pool to meet special fundraising initiatives. Relationship mapping holds such promise for identifying prospect gold in uncharted territories! Or does it? Yet?

My feel for the technologies involved is that it is early days. Some of what is currently being commercialized could be easily disrupted by what we might now consider ancillary or “extra” services. Facial recognition is a good example.

Technologies like facial recognition are both shockingly advanced and woefully inadequate. Most things start out expensive and, especially with technology, can become affordable in a remarkably short period of time. Here’s hoping that happens with facial recognition. Unless of course you are searching on me!

Here’s how my facial recognition quest began. I was working on a difficult prospect assignment. Not many donor lists out in the public domain in this particular city, and board members with limited profiles and middle-income wealth. And then I stumbled on a Flickr account with gala pictures from a past event of a similar organization. Eureka!

But no captions on the photos. And I am not personally familiar with the who’s who of that city. Bummer! Or is there a way? To find out I consulted the best talent around – the research list-serv hosted by APRA – and received two good sources:

Google Images

Did you know that you could search for other images using an existing image? You can! And it did make good *exact* matches to find pages where my picture was located (because, of course, I tested it on myself first). But when it came to similar matches…wildly differing pictures appeared. But, ahem, it did find one of Julia Roberts, which I agree is very similar to mine.

TinEye.com

This site seemed so promising, but it didn’t find any matches on my photo, which was disappointing.

These sites were not enough to help me identify the pictures on that Flickr account. But apparently there is some seriously powerful software available that has the potential to make a prospect researcher’s dream come true and find out way more than just linkage or connection.

Social media maven and all-around talented researcher, Lori Hood Lawson, pointed out a 60 Minutes episode that demonstrated the power of some maturing technologies – and has me even more determined to vote at every possible opportunity!

Check out the 60 Minutes episode here: http://www.cbsnews.com/video/watch/?id=50153673n

With the proliferation and popularity of photos and videos all over the public domain, it creates an opportunity not currently considered in the text-based products such as Prospect Visual and Relationship Science that are on the market for nonprofits right now.

Relationship mapping and other prospect research techniques often follow behind competitive intelligence and other for-profit efforts. The uses are similar, but not the same, and as prospect researchers, we often find ourselves getting “creative” to make products work for us. However, with the nonprofit industry growing to such a powerful size, we might see a shift.

But don’t worry donors, prospect researchers have a code of ethics we take incredibly seriously!

Other Articles You Might Like: Relationship Mapping for New Prospects

Join the Relationship Mapping Workgroup:  Click Here to Sign Up

Questions? Want to talk about this post? Call Jen Filla at 727 202 3405 or email jen at aspireresearchgroup dot com.

5 Tips for Finding Your Prospect’s Children

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Knowing whether a donor prospect has children is a critical piece of information, but even more important for planned giving prospects. According to a study by Russell N. James III, J.D., Ph.D., Assistant Professor at the University of Georgia*, the absence of grandchildren as an indicator of likelihood to make a planned gift trumped even giving history – by a wide margin. Yes, go ahead and read that sentence again!

After those findings were presented at AFP’s International Conference I received multiple inquiries asking if there was a way to append child relationships to the donor database. Thank goodness the answer is “no”! I’m not confident that a centralized database of familial relationships is in our best interest generally. But it sure would be a powerful piece of information in our ability to predict inclination to give.

Whether you are a frontline fundraiser or a dedicated prospect researcher, there are a few ways to tease out information about children when it might not otherwise be obvious.

1.  Biographical Sources

The first places to look are biographies, obituaries and wedding notices – any place where family information is described. Sometimes it is tucked at the end of the executive’s company biography and may or may not include names. Sometimes the Who’s Who listing is detailed. Other times a search engine might find a genealogy page for your prospect’s family.

2.  In the News

Many of you have access to newspaper and other news databases online with the use of your public library card. Other news articles show up in search engine results. This is often a good place to find references to children and grandchildren.

3.  Search on Address

I like to use Lexis Nexis for Development Professionals (LNDP) and perform a “People” search using only the home address – especially when the prospect has lived there for a long time. But you can also use a site like www.switchboard.com and do a reverse search by address. Any search that will give you a list of the names of the people who have been associated with that specific address is useful. The bonus from the LNDP search is that those addresses are referenced against voter’s registration and other sources and a birth year is often included in the search results. This gets me closer to uncovering how likely those associated names are to being children, instead of other family members.

4.  Giving and Private Schools

When a prospect gives regularly to a private school, especially one from which s/he did *not* receive a diploma, I like to perform a search in Google of the school’s website. You can use the Google Advanced Search form, or type in your own. It looks like this:  LastName site:schoolname.edu   Many times I have found likely children’s names, and sometimes even grandchildren who are attending or have attended that school.

5.  Social Media

If your prospect is active on Facebook, Twitter, or other social media websites, you might be able to tease out family relationships. Many times the prospect has tight privacy controls, but it is surprising how much can still be discovered in the public domain. I have even encountered prospects who keep detailed, and very public, blogs online.

Once I have found a likely child’s name, I have often been rewarded by doing a couple of searches on only the child’s name. The younger generation is more comfortable sharing online and the child, especially if post high school, might share parent names and pictures more publicly. This helps us with making an accurate match, but we need to be careful when approaching the donor prospect.

Children are special and protected relationships, and the last thing we want to do is make the donor prospect feel like we are stalking her with our prospect research techniques! Without trust there will be no gift. Because of this, we as fundraisers need to be skilled at opening the conversational door to allow the prospect to tell us what we already know.

There is always room for error when we search for information anonymously. If you are a prospect researcher working with a new frontline fundraiser, it is worth having a conversation with him about how important it is to allow the prospect to confirm the information we find.

Other Posts You Might Like

Why Use a Researcher When There’s Google?

3 Actions That Demonstrate Your High Prospect Research IQ

* “Causes and correlates of charitable giving in estate planning: A cross-sectional and longitudinal examination of older adults”, a study conducted by Russell N. James III, J.D., Ph.D., Assistant Professor at the University of Georgia and published in 2008 (data from 1996-2007 collected by the University of Michigan Health and Retirement Study)

Top Tips for Everyone: Power Searching with Google

Profiles, Prospect Research, , ,

Kate Rapoport, Research Associate

In July I attended an online class Google offered called “Power Searching with Google.” The class reminded me of a bunch of tricks to Google searching, and taught me some new ones as well.  Here are a few that I think will be useful for prospect researchers.

Patent searching

If the prospect that you are researching has been involved in research and you want to gather information on what patents she may hold, Google can help with that. On the left hand panel in the search page, under the word “Shopping” click on the word “More”.  The list will expand and you will see “Patents”. Now you can search for your prospect’s name and Google will find patents that contain that name.

Site and Filetype Operators

These operators allow you to narrow your search significantly. The site operator confines your search to one website or domain. For example:

“Jazzy Jay Jefferson” Site:Stanford.edu

…would produce only results that included Jazzy Jay Jefferson on the Stanford.edu website.

“Jazzy Jay Jefferson” Site:.edu

…would find every instance of Jazzy Jay Jefferson on every website that ended in “.edu”.

The filetype operator confines your search to a type of file. For example:

“Jazzy Jay Jefferson” Filetype:pdf

…would produce only results that include Jazzy Jay Jefferson and are PDF documents. (Think: online donor recognition reports!)

Date Range Limiting

If your prospect created a great deal of news in 2008 because of a controversy that you already have sufficient information about and you are now only interested in search results that give you information about your prospect from 2009 to the present, Google offers date range limiting. On the left hand panel of the search page at the bottom is the option “Show search tools.” Once clicked on, the first option is for date range. I can search SlideShare founder “Rashmi Sinha”, click “Show search tools”, select “Custom range”, enter 2009 to 2012, and receive search results from that time frame only.

Search Translated Foreign Pages

If your prospect is an immigrant from or has an interest in a company from another country, you can try to find more information by using the Translated Foreign Pages search function. Type in your search keywords, go to the left hand panel, select “Show Search Tools”, and then select “Translated Foreign Pages”. This will bring up searches for your prospect in available translated pages. You can customize the languages you wish to look through at the top of the search page once you have made the search request.

Conversions

This one is clearly not just for prospect researchers. I can never remember the correct ways to convert feet into meters, for example. Google has a really neat tool that does that for you. Enter “16 feet in meters” into the search box and it immediately gives you the answer (4.8768, just in case you were curious). You can use Google to convert any measurement as long as you use the formula “Number units in units.”

I hope you found these top tips informative, or at least a helpful refresher!

About the Author, Kate Rapoport:

Kate graduated from Smith College with a B.A. in Women’s Studies. She began her career in non-profit administration, became a mother and now, at Aspire Research Group LLC, applies her intelligence and curiosity to preparing prospect profiles that tell the stories that lead to major gifts.