PDA

View Full Version : S Corp Members - Base Salary and Earnings



poleary2000
05-07-2015, 10:17 PM
Hi there, first time poster. I hope I can explain this well.

I'm an owner in a small business. I was recently promoted and granted additional share of the business in terms of ownership percentage. However, the larger share owners now wants to modify all of our base salaries because they don't like the potential hit he will take. We are an S corp and pay ourselves a base salary that is pretty reflective of market value for our positions.

All numbers are fictions, but to explain how the situation was working.


Two larger owners previous base = $50,000
Two smaller owners previous base = $40,000

A larger owner has 3x the shares at a smaller owner. Thus, assuming a profit of $200k, the final year compensation would be:


Majority larger = $50,000 + $75,000 = $115,000
Minority smaller = $40,000 + $25,000 = $ 65,000

The shared were adjusted such that the larger owners now have only 2x the shares of the smaller owners. As you can see, that will cut into the larger owners overall compensation. Thus, the new compensation would be:


Larger owner = $50,000 + $66,667 = $116,667
Smaller owner = $40,000 + $33,333 = $ 73,333

So, the larger owners don't like that and want to change the base. Essentially, they want the he multiplier to always be 2x no matter what the category. The reasoning they say is that they've been taking less money all along than they should have. They want:


Larger owner = $80,000 + $46,667 = $126,667
Smaller owner = $40,000 + $23,333 = $63,333

Because their bases would be larger, the profit in this example would only be $140,000 instead of $200,000.

So...my question is...how are base salaries and / or comp typically handled between partners? Honestly, I don't care what the answer is...I just want to better understand. The larger owners are basically saying -- look, for the past few years, we've been taking less than we should have. Now, we feel it's time to set this all straight and base everything off of ownership percentage. I was looking at it saying that the base should be reflective of market rates, not the ownership % and the ownership % would come into play after a reasonable base is paid for all members.

It's a complicated thing, and as with all situations regarding money, there could be hurt feelings. I just really want to know whether I am looking at it the wrong way.

Freelancier
05-08-2015, 09:59 AM
It's always those that control the most shares control the compensation.

Minority shareholders are often screwed in privately owned companies, the deck is stacked against them unless they want to file suit for breach of fiduciary duty to the company, but that will be hard to prove if the change in compensation isn't intended to cripple the company.

Hurt feelings are the least of it.

The best you can hope for is that you can sway enough owners to your point of view.

poleary2000
05-08-2015, 02:55 PM
It's always those that control the most shares control the compensation.

Minority shareholders are often screwed in privately owned companies, the deck is stacked against them unless they want to file suit for breach of fiduciary duty to the company, but that will be hard to prove if the change in compensation isn't intended to cripple the company.

Hurt feelings are the least of it.

The best you can hope for is that you can sway enough owners to your point of view.

I appreciate the candor. In our case, the change (in my opinion) will be significant enough to hurt cash flow and thus create payroll problems without increasing line of credit. Anyhow, I appreciate your thought.