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Employee Incentives: EBT trustee and nominee services
You set the plan. We make sure the shares land.
VG's Employee Incentives team acts as independent trustee for employee benefit trusts that hold and deliver shares for various plans, including LTIPs, deferred bonus plans and management incentive plans. Whether you're setting up an EBT or moving an existing one, you'll work with knowledgeable Jersey-based trustees who keep pace with your timetable.
Employee Incentives: EBT trustee and nominee services
Independent. Not in the way.
Your trustee has to make its own decisions. It also has to keep up with your exercises, vesting dates and deal timetable, and respond quickly when a transaction is live. You shouldn't have to choose between the two.
VG acts as trustee and administrator. Legal and tax advice on your plan should come from your own advisers.
ServiceChanging your EBT trustee
- Listed
- PE-backed
- Advisers
Slow replies, patchy records or a trustee that's just been sold. Whatever the reason, an EBT doesn't have to stay where it is just because it always has. A trustee change needs proper planning, but it shouldn't hold up a single award, and your employees shouldn't notice a thing.
You start with a review of the trust deed, assets, awards and timetable. The move is planned around dates that are convenient for you and agreed with your advisers. The trustee role transfers by a Deed of Retirement and Appointment, then shares, cash, data and minutes follow, checked and reconciled before anyone signs off.
A typical change takes 8 to 10 weeks from first review to final reconciliation, and there's no fee to transfer in.
How a trustee change works
Planned around dates that are convenient for you, so awards carry on as normal.
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Weeks 1 to 2
Review and plan
Deed, assets, awards and timetable reviewed. Switch plan agreed with you and your advisers.
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Weeks 3 to 8
Appoint and transfer
Deed of Retirement and Appointment signed. Shares, cash, records and minutes move across.
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Weeks 9 to 10
Reconcile
Every holding and record checked against the outgoing trustee's figures.
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The next 3 months
Settle in
Follow-up reviews so exercises, filings and reporting run on time.
Timings depend on the assets involved and how quickly information arrives from the outgoing trustee.
Complementary by design.
An EBT rarely works alone. These usually sit alongside it.
ServiceSetting up a new EBT
- PE-backed
- Private and pre-IPO
- Advisers
A new holding company after a buyout. A first LTIP ahead of a listing. A private company that wants a market for employee shares. Each needs a trust that's ready on the right day.
Your lawyers draft the deed. VG works back from your key date to make sure the trustee, funding and records are in place before the first award is made. Funding usually comes from a company contribution or loan, agreed with your advisers.
ServiceOngoing trusteeship and governance
- Listed
- PE-backed
The company can recommend. The trustee decides. That independence is what makes an EBT work, and it should still feel practical.
Expect regular trustee meetings, minutes that record what was considered and why, accurate records of holdings and awards, and early warning when share numbers or funding won't stretch to the next exercise.
ServiceShare warehousing and award delivery
- Listed
When awards vest or options are exercised, the shares need to be in the right place. Depending on your plan and funding, the trustee can buy shares in the market, subscribe for new shares or use shares the trust already holds.
Planning ahead on funding, dealing instructions and settlement means employees get what they're owed on time. Good trustee administration should be invisible to them.
ServiceEBTs in sales, listings and buyouts
- All four
Takeovers, IPOs and buyouts all touch the EBT. The trustee may need to deal with its own shareholding, transaction documents and what happens to the trust after completion.
Bring the trustee in early and the EBT becomes part of the timetable, not the item everyone is waiting for.
ServiceNominee services
- Listed
- Private and pre-IPO
A corporate sponsored nominee arrangement is available where there is a post-vesting holding requirement, or you'd rather not use an EBT, or you want both.
We take care of collecting votes and paying dividends where required.
Our team
Who you'd actually be talking to
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Joel has worked in employee incentives for almost 14 years. He joined VG in 2018, leads its Employee Incentives offering and is a Director of several of its operating companies. He sets up and runs Employee Benefit Trusts, Corporate Nominee Arrangements and other employee incentive structures, and shows you how they work in practice. When a share-related transaction or a time-sensitive action lands, he coordinates every party involved and keeps your structure running efficiently, in line with governance and compliance requirements.
The proof? A new client needed the employee ownership side of a major M&A transaction delivered on a tight timeframe. Joel set up both an Employee Benefit Trust and a separate Nominee Arrangement, worked through a large volume of transactional documentation with the client and their advisers, and had both structures in place for completion. The share allocations to management went ahead as planned.
Joel works with companies from the FTSE-100 to high-growth businesses, alongside brokers, registrars, legal and tax advisers and in-house company secretarial, HR and reward teams. He is a Chartered Member of the CISI, holds the CGI Diploma in International Finance and Administration, and Is currently undertaking his studies with the Institute of Directors. Joel won the inaugural Trust and Corporate Services category at the Jersey Finance Rising Star awards in 2020.
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Katherine has more than 20 years’ experience in corporate services and capital markets, with senior roles at Vistra, Capita, Link Group and D.F. King. At VG, she sets up UK, Irish and Jersey structures that work as well in practice as they do on paper. That might be an employee benefit trust to reward and keep your key people, an entity or holding structure ahead of a sale, refinancing or investment round, or a property vehicle from acquisition to exit. If you already have an entity in one of these jurisdictions and just need help keeping it compliant, she can take of that too. Alongside VG’s local experts, she handles the compliance, regulatory and banking requirements, so you don’t have to.
The proof? A significant client needed four tender offers run at once, across its equity and debt registers, on a tight timetable. Katherine led the project from appointment, bringing together operations, technology and legal specialists to build a market-first online platform. It was delivered within three weeks, and all four transactions completed on schedule.
Owners, management teams and investors, and their advisers in the UK, Ireland, Jersey and the Middle East, deal directly with Katherine, someone who knows how structures, investor services and regulation fit together.
8–10 weeks
The typical time to move an EBT to a new trustee, from first review to final reconciliation.
Joel Wheeler
Senior Manager, Employee Incentives, VG
Senior Manager, Employee Incentives, VG
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Frequently asked questions
What is an employee benefit trust (EBT)?
An EBT is a discretionary trust set up by a company to hold shares or cash for the benefit of its employees. It's most often used to deliver shares under incentive plans such as LTIPs, deferred bonus plans and management incentive plans, or to give employees of a private company a way to buy and sell shares. The trust is run by an independent trustee, not the company. The trustee will exercise its discretion and act in the best interests of the beneficiaries at all times.
What does an EBT trustee do?
The trustee holds legal title to the trust's shares and cash, keeps records of holdings and awards, and decides how to act under the trust deed. The company can recommend a course of action, but the trustee must consider it and reach its own decision. In practice that means regular meetings, documented decisions, working with your plan administrator and brokers, and making sure shares are available when awards vest or options are exercised.
How do you change the trustee of an existing EBT?
The company appoints the new trustee and gives notice to the current one under the trust deed. The outgoing trustee retires and the new trustee is appointed by a Deed of Retirement and Appointment, usually drafted by your advisers. Shares, cash, records and minutes then transfer and are reconciled. With VG, a typical change takes 8 to 10 weeks, planned around dates that are convenient for you, so awards aren't disrupted.
What happens to an EBT when the company is sold or listed?
It depends on the trust deed and the deal. The trustee may need to sell or exchange the shares it holds, satisfy awards that vest early, sign transaction documents and agree what happens to the trust after completion. Involving the trustee as early as possible gives it time to understand its role and get the approvals it needs without holding up the timetable. After the transaction, the duties and obligations under the trust deed may be novated to another company in the group.
Why use a Jersey trustee for an EBT?
Jersey has a strong and robust legal and regulatory framework, significant experience in employee incentives and a tax-neutral regime, which is why many UK companies and their advisers use Jersey trustees for share plan trusts. VG's trustees are regulated by the Jersey Financial Services Commission. Whether a Jersey trust suits your plan, and how it will be taxed, is a question for your tax adviser.
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