Non-Qualified Deferred Compensation Plan - An Overview - VMware Benefits
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Table of Contents Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Key Features. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Annual Enrollment Opportunity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Notional Investment Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Funding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Examples of how you can use the NQDC Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Putting It All Together . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 How the NQDC Plan compares to the 401(k) Plan. . . . . . . . . . . . . . . . . . . . . . . 9 Savings Example. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Other Important Considerations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Announced Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Enrolling in the NQDC Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Some Frequently Asked Questions (FAQs). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 2 | NQDC PLAN OVERVIEW
VMware, Inc. Non-Qualified Deferred Compensation Plan The VMware Non-Qualified Deferred Compensation (NQDC) Plan is a key part of the company's executive benefits program offered to Senior Directors and above whose leadership and performance contribute significantly to VMware’s future growth and success. The NQDC Plan is a “non-qualified” plan, making it exempt from certain IRS requirements and limitations. It works in conjunction with your 401(k) Plan to provide an opportunity for you to manage your income tax exposure by deferring a portion of your compensation – and taxes on that compensation – until a future date. This brochure provides an overview of the NQDC Plan, including key features and how it works. It also includes important information about the Annual Enrollment period. Please read it carefully before you consider whether this plan could be a valuable component of your overall financial plan. This brochure is not intended to provide financial, tax, or legal advice. You are strongly encouraged to consult with your personal financial, tax, or legal advisor as you consider your participation in the plan. Participation in the NQDC Plan is completely voluntary. BENEFITS OF PARTICIPATING IN THE NQDC PLAN • Save more on a tax-deferred basis • Manage your taxable income each year 2023 ANNUAL • Prepare for future expenses or offset other forms of income ENROLLMENT PERIOD • Schedule distributions and payment types to align with your personal December 5 – 16, 2022 financial goals LEARN MORE • Invest your deferrals in a variety of notional investment options 3 | NQDC DOCUMENT PLANTITLE OVERVIEW
Key Features Eligibility The opportunity to participate in the NQDC Plan is generally available to Senior Director or equivalent positions and above. Each year, VMware determines who is eligible to participate and will notify you if you are eligible. CALENDAR YEAR Annual Enrollment Opportunity 2023 (CY23): Eligible employees are given an opportunity to enroll at the end of January 1 – the calendar year – generally, in December – for the upcoming December 31, 2023 deferral period. FISCAL YEAR 2024 The deferral period for base salary is the calendar year (CY23), which (FY24): runs January 1 through December 31, 2023. The deferral period for commissions and bonuses is VMware's fiscal year (FY24), which runs February 4, 2023 – from February 4, 2023 through February 2, 2024. Elections must be February 2, 2024 made online through Fidelity NetBenefits® at www.401k.com. Deferrals If you elect to enroll, you can defer compensation from the following compensation sources: COMPENSATION SOURCES DEFERRAL AMOUNTS DEFERRAL PERIOD Base salary 5% to 75% CY23 Commissions* 5% to 100% FY24 Annual Bonus** 5% to 100% FY24 *Deferral elections to commissions apply when the commission is actually paid. **Bonus earned during FY24 is actually paid – and the deferral taken based on your deferral election for FY24 bonus – during FY25. The NQDC Plan deferrals and any notional investment earnings on those deferrals are not subject to income tax at the time of deferral. Income taxes will be due upon distribution. Deferral elections are irrevocable once the Annual Enrollment period ends and may not be changed. Only federal and state income taxes are delayed. Deferred amounts are still subject to FICA and Medicare taxes in the year they are earned. 4 | NQDC PLAN OVERVIEW
Notional Investment Options Funding The NQDC Plan offers a range of investment The NQDC Plan is an unfunded promise by VMware options so you can select the mix that best suits to pay you your deferred amounts credited with a your goals, time horizon, and risk tolerance. rate of return based on the performance of the Because the NQDC is a “non-qualified” plan, your notional investment options you select. VMware has investment options are considered to be "notional." established a special trust for the NQDC Plan called The value of your deferred compensation account a “rabbi trust.” A rabbi trust is an arrangement used is based on the performance of the investment to accumulate assets to fulfill VMware’s promise to options you select. However, your deferrals are pay benefits under the NQDC Plan. You do not not actually invested in the funds you choose, but have any ownership interest in the rabbi trust, any are held in a hypothetical account in your name investment options, or any specific assets of and earnings and losses are calculated and VMware. To prevent immediate taxation of the credited to your account. Deferrals are tracked amounts placed in the trust, the funds in the trust through a "rabbi trust," as explained in the must remain subject to the claims of VMware’s (and following Funding section. any participating related employers’) creditors. You can change your notional investments A “participating related employer” is defined as elections at virtually any time by logging into another company whose employees are eligible to Fidelity NetBenefits® at www.401k.com or participate in the VMware NQDC Plan. There are calling the Fidelity Retirement Benefits Line at currently no participating related employers of the 1-800-835-5095. VMware NQDC Plan. Although we do not currently plan for there to be any participating related A complete description of the notional investment employers in the future, there can be no assurance options and historical performance, planning tools that there will never be participating related to help you choose an appropriate mix, and more employers of the NQDC Plan. information are available online at Fidelity NetBenefits® at www.401k.com. Accordingly, in the event of an insolvency or bankruptcy, you would be an unsecured, general creditor of VMware (and any participating related employers) and some or all of your deferred amounts (adjusted for any deemed gains or losses) would be at risk of loss. 5 | NQDC PLAN OVERVIEW
Distributions The NQDC Plan offers you the flexibility to tailor the timing of your distributions to fit your financial plan. During each enrollment period, you will select the distribution timing and payment method for your upcoming plan year deferrals. The timing and payment methods are as follows: DISTRIBUTION TIMING FORM OF DISTRIBUTION Earlier of either: Either as a: • Separation 1 • Lump sum distribution • A fixed date in the future (at least three years • Annual installments over 5, 11, or 15 years2 following the plan year deferred) Transferring internationally or to another company within VMware, does not constitute a separation and distributable event. 1 If the account balance at the time of separation does not exceed $50,000, it will be paid as a lump sum distribution. 2 You may elect to receive your distribution upon your separation from service. You may also choose to receive a distribution on a fixed date in the future while still working at VMware. This fixed date must be at least three years following the plan year you made the deferral. Thus, amounts deferred pursuant to elections made for CY23 salary and FY24 commissions and/or bonus must be deferred until at least CY26. You must also elect the form in which you wish your distribution to be made. Even if you elect a fixed date distribution, you must choose a form of distribution should you separate from VMware before the fixed date selected for distribution, because your separation from service will override a later fixed date distribution election. Generally, distributions are processed by Fidelity on the first business day of each calendar quarter: January, April, July, and October. Distributions due to separation will be paid at the beginning of the first calendar quarter that is at least six months after your separation date. You may change your distribution election for a specific deferral year up to two times, subject to the following rules: • You must make the election change at least 12 months in advance of the first scheduled payment date of the deferral. • The delay must apply to the entire deferral. • The delay must be for a minimum of five years after the date your distribution was originally scheduled to occur. For example, if you want to delay payment of a lump sum distribution that is scheduled to be paid on January 1, 2025, you would have to make a change by December 31, 2023, and the earliest you could receive the distribution would be January 1, 2030. Note: If you make a change and separate from VMware during the 12 months after you make the change, the change is voided and your distribution election will revert back to the original distribution election. 6 | NQDC PLAN OVERVIEW
There are other distribution options for the following circumstances: In case of an unforeseeable emergency that causes a severe financial hardship, as determined by the Plan Administrator in accordance with the terms of the NQDC Plan, the Plan Administrator may approve a distribution without penalty in an amount necessary to help alleviate the hardship. However: • You cannot take a loan from the NQDC Plan • NQDC Plan deferrals will be suspended if you take a financial hardship withdrawal from your NQDC Plan account • Your ability to take a financial hardship withdrawal from your 401(k) account does not mean you’ll be approved for a hardship withdrawal from your NQDC Plan account If you die before receiving any or all payments, your designated beneficiary or beneficiaries (or your estate, if you have not designated a beneficiary) will receive payment under the NQDC Plan in a lump sum distribution as soon as administratively feasible following your death. You can designate your beneficiary online at Fidelity NetBenefits®. Note: Beneficiary elections in your 401(k) Plan do not apply to the NQDC Plan. If you are permanently disabled, as defined by the plan, prior to receiving any or all payments, all deferred compensation will be paid in a lump sum distribution as soon as administratively feasible following your disability. $ Add your bank information to your Fidelity NQDC Plan for future distribution payments. If no banking information is provided, your distribution will be sent as a live check to the mailing address on file. 7 | NQDC PLAN OVERVIEW
Examples of how you can use the NQDC Plan Sheena Andrew Mary Sheena is saving for a down Andrew has a young Mary is looking to accumulate payment on a future vacation daughter and, although additional retirement income. home, with a goal of college for her is more than She is considering deferring purchasing this home by 10 years away, he wants to some of next year’s base 2027. She is considering begin planning today. He is salary and bonus as a way to deferring some of her base considering deferring all of save beyond the limits in the salary and commissions next next year’s bonus and 401(k) Plan. She likes the idea year in the NQDC Plan and electing to receive his deferral of choosing different electing to receive her as annual installments over distribution timing and deferral as a lump sum five years beginning with the payment methods for each distribution in 2026 for her first year he expects his deferral period so she can down payment. daughter to go to college. align her distributions with her future income needs. 8 | NQDC PLAN OVERVIEW
Putting It All Together How the NQDC Plan compares to the 401(k) Plan The NQDC Plan is a “non-qualified” plan that offers you a way to defer additional income beyond the IRS limits imposed in the “qualified” 401(k) Plan. Although a non-qualified plan allows you to defer substantially more than you would be able to in a 401(k) or other qualified plan, there are differences that you need to understand before you decide whether to participate in the NQDC Plan – and how much to defer. FEATURE NQDC PLAN 401(K) PLAN Plan contributions/deferrals • Pre-tax contributions/deferrals Yes Yes – Up to 90% of your base salary, • 5% to 75% of your base salary up to the annual IRS limit of $22,500* • 5% to 100% of your commissions (pre-tax and Roth combined) • 5% to 100% of your bonus There is no IRS limit on NQDC Plan deferrals. • Roth 401(k) contributions No Yes – Up to 90% of your base salary, up to the annual IRS limit of $22,500* (pre-tax and Roth combined) • After-tax contributions No Yes – Up to the IRS total contribution limit of $66,000*, which includes your employee and employer contributions Matching contributions No Yes – 100% of the first 6% you contribute on a pre-tax and Roth basis, up to a quarterly maximum of $2,250 ($9,000 annually) Contribution changes No – Deferral elections are irrevocable Yes – Can change at virtually any time once the enrollment period ends. Loans and rollovers No Yes – Based on plan rules Hardship withdrawals Yes – In the event of an unforeseeable Yes – Based on plan rules emergency, as determined by the Plan Administrator Security of account Limited protection – (rabbi trust) Fully protected – (qualified trust) plan assets subject to creditors, as discussed earlier. *If you are age 50 or older during the year, you can contribute an additional $7,500 in “catch-up” contributions in 2023. GENERAL GUIDELINES 1. C onsider the 401(k) Plan first. In 2023, you can maximize your contributions to the 401(k) Plan by contributing up to $22,500 on pre-tax and/or Roth basis (up to $30,000 if age 50 or over). Plus, you can continue saving in the 401(k) on an after-tax basis beyond these IRS limits. 2. Consider the NQDC Plan as a way to save above and beyond 401(k) Plan limits. However, if you want to ensure you receive the maximum 401(k) matching contribution from VMware, make sure your NQDC Plan deferrals do not reduce your compensation below $150,000, as this could impact the amount of your 401(k) matching contributions. NQDC contributions are not considered eligible 401(k) Compensation. 3. Evaluate your NQDC Plan deferrals across each of the different eligible compensation types. Keep in mind that any bonus deferral you make will apply to the bonus earned during FY24 (February 4, 2023 through February 2, 2024) but paid in FY25 (anticipated April 2024). 9 | NQDC PLAN OVERVIEW
Savings Example Susana Susana anticipates earning $300,000 in base salary for 2023. She does not anticipate earning any other types of compensation. She currently contributes 15% of her base salary to the 401(k) Plan to make sure she maximizes her contributions and receives matching contributions from VMware. While there are additional opportunities to save this year to the total contribution limit in the 401(k) Plan of $66,000, Susana uses the NQDC Plan to save even more by deferring 25% of her base salary, keeping in mind that the amount of her NQDC Plan contributions reduces the amount of her 401(K) Plan-eligible compensation. Here’s a look at her total 2023 contributions and deferrals (“total savings”): NQDC PLAN 401(K) PLAN 25% 15% Election by plan (base salary) NQDC Plan eligible $300,000 compensation NQDC Plan deferral $75,000 (25% x $300k) 401(k) eligible compensation $225,000 ($300k – $75k) Note: NQDC Plan deferrals lower 401(k) eligible compensation; 401(k) contributions $22,500 (15% x $225k, limited to $22.5k) Note: The IRS limits 401(k) contributions to $22,500 for 2023 VMware matching $9,000 contributions (6% x $225k, up to the annual plan limit of $9k) TOTAL AMOUNT SAVED Susana's deferrals and contributions ($75,000 + $22,500): $97,500 401(k) company matching contributions: $9,000 TOTAL: $106,500 By deferring into the NQDC Plan, in addition to her 401(k) contributions, Susana's total savings will be $106,500 in 2023. Note: Deferrals are made to the NQDC Plan before contributions are made to the 401(k) Plan. Keep in mind that every situation is different. As seen in the example, lowering your 401(k) eligible compensation could impact your ability to maximize your contributions and VMware’s matching contributions to your 401(k) account, because your 401(k) contributions are limited to 90% of your eligible compensation and VMware’s matching contribution is limited to 6% of your eligible compensation. In addition, the 401(k) plan offers pre-tax, Roth 401(k) and after-tax contributions. You should consider all of the ways you have to save for the future and how those contributions may affect your current as well as future taxable income. 10 | NQDC PLAN OVERVIEW
Other Important Considerations Risks There are some key risks to consider before participating in the NQDC Plan, including: • Once the Annual Enrollment period ends, your deferral elections for that year cannot be changed; you can only change your distribution election under the certain circumstances previously noted on page 6. • Income taxes are due when you receive your distributions from the NQDC Plan, and applicable tax rates may be higher or lower than when you deferred that money. • Your account balance is subject to the performance of the notional investment options you select, so be sure to monitor your investments in the NQDC Plan as you do in the 401(k) Plan. The NQDC Plan is a non-qualified plan, which means it does not have the same guarantees and protections that are in place for qualified plans, such as the 401(k) Plan. Your NQDC Plan account balance is subject to the claims of VMware creditors in the event of VMware’s (or any participating related employer's) insolvency. You are strongly encouraged to consult with your personal financial, legal, and tax advisors as you consider your participation in the plan. Taxes • No income taxes are withheld or paid at the time of deferral. However, for purposes of FICA taxes, deferred compensation is considered wages. This means that even though you do not receive the deferred compensation, payroll must withhold FICA taxes (Social Security up to the annual wage maximum, which may be adjusted from year to year, and Medicare for all amounts) in the year of deferral. • Deferrals into the NQDC Plan are excluded from income on your annual W-2 wage statement, but are reported for informational purposes on the W-2 in the non-qualified plan section. • At the time of distribution under the NQDC Plan, the income is treated as ordinary income subject to federal, state, and local income taxes in the year in which you or your beneficiaries receive payment. There are no additional FICA taxes due since they were paid at the time of deferral. 11 | NQDC PLAN OVERVIEW
Announced Acquisition The announced acquisition of VMware, Inc. by Broadcom Inc. is expected to close in Broadcom’s fiscal year 2023 (Nov. 2022 through Oct. 2023) and is contingent on the satisfaction of closing conditions, including receipt of regulatory approvals. VMware plans to operate its NQDC Plan in the normal course through close. Broadcom has not yet provided any information regarding its plans for the VMware NQDC Plan, and such information may not become available until after the acquisition of VMware is complete. You are encouraged to consider this uncertainty when you determine whether to enroll. AN IMPORTANT NOTE ON QUALIFIED AND NON-QUALIFIED PLANS Deferred compensation plans such as the NQDC Plan are “non-qualified” under IRS regulations. Qualified plans, such as 401(k) plans, operate under strict government regulation regarding investment of the money and prohibiting a sponsoring organization’s ability to access the money. Qualified plans also are protected from VMware’s (and any participating related employers') creditors. Any amounts you defer under the NQDC Plan are not protected from VMware’s creditors. VMware has established a rabbi trust and intends to deposit amounts that are deferred into the trust and invest the money in a manner to reflect the investment choices of the NQDC Plan participants, although no participant has a right to actually direct the investment of the rabbi trust funds. In the event of VMware’s (or any participating related employer's) bankruptcy, your right to receive amounts you deferred in the NQDC Plan will be the same as that of any other unsecured creditor. At all times, the NQDC Plan shall be considered unfunded and unsecured for tax purposes and for purpose of Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Note: The information contained here reflects the current Plan provisions based on Internal Revenue Code regulations which may change from time to time, thus altering the nature of this Plan. 12 | NQDC PLAN OVERVIEW
Enrolling in the NQDC Plan The 2023 NQDC Plan Annual Enrollment period is December 5 – 16, 2022. There is only one Annual Enrollment period each year. During the year, if you become eligible for the Plan for the first time, you must wait until the Annual Enrollment period to enroll. To participate in the NQDC Plan, you must make your deferral and distribution elections no later than 8:00 p.m. Pacific time on December 16, 2022. You must enroll and make deferral and distribution elections each year to participate in this plan the following calendar and fiscal years. Prior year enrollments do not roll over. Once the 2023 NQDC Plan Annual Enrollment period ends, your deferral elections are irrevocable. You are strongly encouraged to meet with your financial advisor to determine if the NQDC Plan is right for you. More information about the NQDC Plan, including the plan document, and other resources to help you with your decision, are available online through Fidelity NetBenefits® at www.401k.com. If you have any questions or need assistance with the online enrollment process, call the Fidelity Retirement Benefits Line at 1-800-835-5095. Log into www.401k.com. Click the VMware NQDC Plan link. Make your deferral elections. Select Deferrals and enter the percentage you want to defer from each available compensation source. Make your distribution elections. Select Distributions and enter when and how to receive your deferrals, along with any earnings. Allocate notional investments for your deferrals. Select Allocations and enter the percentage of your deferral you want to assign to each option. Review the information for each option before you make your choices and confirm that you have read the prospectuses for the funds you select. Review and submit your elections. Review your elections carefully. If the information is correct, click Submit. Your enrollment is complete, and your elections have been saved. Print your confirmation notice and retain it for your records. Designate beneficiaries. If you haven’t already done so, designate beneficiaries for your account by clicking Profile, then Beneficiaries. 13 | NQDC PLAN OVERVIEW
Some Frequently Does my deferral election carry over from year to year? Asked Questions No. You must re-enroll each year you are eligible (FAQs) to participate. What if I become eligible for the What is a non-qualified deferred Plan during the year? compensation plan? Newly eligible Plan participants must wait until A non-qualified deferred compensation plan is a the Annual Enrollment period to enroll in the type of tax-deferred, employer-sponsored plan that NQDC Plan. falls outside the coverage of most provisions of the Employee Retirement Income Security Act Can I change my deferral election? (ERISA). Generally, these plans represent an agreement or No. Your deferral election is irrevocable once the promise by an employer to pay compensation to Annual Enrollment Period ends. the employee at some future date. As a result, a non-qualified plan, like the NQDC Plan, allows you Why do some deferrals apply to to reduce your current tax liability, while focusing on tomorrow’s financial needs. earnings in the calendar year while Although non-qualified plans can be a powerful others apply to the fiscal year? savings tool, they do not offer all the protections When VMware changed its fiscal year from a of ERISA that are available with respect to your calendar year to a “4-4-5 fiscal year”, we adjusted 401(k) Plan (such as funding and fiduciary duties) incentive pay – commissions and bonuses – to align and must comply with certain rules to maintain their with the new fiscal year. IRS rules require that status as non-qualified plans. One of these NQDC Plan deferral elections be made in the requirements is that the plan assets must remain calendar year before a participant begins to earn assets of VMware. VMware has set up a rabbi trust deferrable compensation. As a result, when you for the Plan and intends to use assets in that trust make your Annual Enrollment deferral election for to make distributions under the plan. However, 2023, you are electing to defer calendar year 2023 because the trust is part of VMware’s general salary (salary earned and paid from January 1, 2023, assets, it would be subject to the claims of creditors through December 31, 2023) and fiscal year 2024 if VMware or a participating related employer were commissions (commissions paid to you from to declare bankruptcy. February 4, 2023 through February 2, 2024) or fiscal year bonus (bonus earned from February 4, 2023 through February 2, 2024 and paid in fiscal year 2025). E 14 | NQDC PLAN OVERVIEW
Can I change my distribution Can I lose the money I defer? election for a given year? Yes. As a non-qualified plan, deferrals are held in the general assets of VMware. As a result, in the Yes, with some restrictions due to the nature event of VMware or a participating related of this plan. You can change your distribution employer becomes insolvent, deferrals in the plan election for a specific year up to two times would be subject to the claims of creditors. subject to plan rules. In addition, since you choose the investment measures that will be applied to your deferrals, and When I make a distribution election, the value of the notional investments can increase does it apply to all of the funds in or decrease, the value of your account could go my Plan account? up or down. No. When you make an election to defer compensation for a particular year, you also make an election for when and how you want to receive deferrals for that plan year. For example, if you elect to defer compensation in 2023, you will also make distribution elections for those deferrals. Your elections will apply only to 2023 deferrals. The information contained in this brochure is provided as general information and neither represents nor is intended to be specific advice to you or anyone else on any particular matter, including, but not limited to, investment, tax, legal, retirement planning, financial, health, or similar advice. It should not be used or relied upon by you as a substitute for your independent research or for professional advice regarding your own specific situation. Information was provided by VMware and is solely the responsibility of VMware. The NQDC Plan may be amended or terminated at any time by VMware and is a U.S. only benefit. This document is only a summary of the plan. If there is a conflict between this summary and the plan document, the plan document shall govern. 15 | NQDC PLAN OVERVIEW
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