When a new business launches, there is always risk with potential rewards. While applicants are almost always focused on salary, another way to entice them to join your company is by giving them equity in the company. Equity compensation can benefit both startups and new hires. For those being offered this option, it is important to understand the different types of equity and assess the risks associated with them.
What is equity compensation?
Equity compensation is a strategy used to improve a business's cash flow. Instead of a salary, the employee is given a partial stake in the company. Equity compensation comes with certain terms, with the employee not earning a return at first.
Startups often try to lure star employees with the promise of equity. Why? A lot of startups are short on cash but can issue shares at will, which allows them to provide equity. This arrangement has a huge upside for the company: It doesn’t have to pay a salary, which may hurt the company's initial cash flow.
For example, let's say you hire a chief technology officer. You may pay them a salary that is 35% below market rate, but to offset that, you provide them with a certain chunk of equity.
How is equity paid out?
Each company pays out equity differently. The two main types of equity are vested equity and granted stock. With vested equity, payments are made over a predetermined number of installments delineated by a contract. Granted stock is provided at the beginning of a contract. Although the equity offer may be significant, the employee assumes the risk of accepting equity in place of, or in addition to, a salary.
It is critical to know the structure of the deal and the kind of equity being offered. Sometimes, an employee may discover that the company is not offering equity but rather options to purchase equity. Additionally, there are times when those options being offered are in a different class of equity from that of the founders.
The option plan may stipulate that the employee exercise their options within 60 days of leaving the company. The employee has to purchase equity before knowing if the company will be successful and the equity will have any value.
Asking an employee to take a lower salary and offering unfavorable equity terms is not a winning strategy for any company seeking to hire great talent. Here are some reasonable equity plan options:
- The company purchases the options for the employee, thus assuming the risk and saving the employee the cost of exercising the options.
- The company lends the employee the money to purchase the options and is paid back when the options are liquidated.
- The company extends the option period to 10 years (instead of 60 days) so that the employee doesn't have to exercise their options immediately and can hold them to see if their value increases over time.
All of these solutions are favorable to new hires since the option period is extended and the employee is not required to pay for the options upfront.
However, a potential employee may encounter an employer that plays hardball in these types of negotiations and presents them with unfavorable terms. In this situation, they should take charge and either walk away or enlist an agent or legal representation to help with the negotiations. It is easy to think that stock options won't matter in the long run, but then, why take a lower salary in the first place?
Sometimes a company isn't even willing to negotiate in these instances. A company's reluctance to compromise can be an indicator to employees of how it treats its employees. At best, it can signal a culture of rigidity; at worst, it can imply that employees may be exploited. Who wants to work for a company like that?
Your employees are the key to your success, and finding good ones is hard. When you finally find someone with the right skills who is also a culture fit, you should make sure they feel good about and are committed to your mission. If you make a mistake, you do have recourse, though.
Smart entrepreneurs know that finding good employees is not possible without fair, clear and mutually beneficial employment contracts. They should not take advantage of would-be employees with unfair deals and convoluted contracts.
Potential employees who feel like a certain deal is unfair should consult with an expert. They should ask about the details of similar deals. The cash component of these deals is typically easy to understand; the equity component, not so much.
Types of equity compensation
Equity compensation comes in different forms.
With stock options, employees can buy shares of the company stock at a preset price. In many cases, employees must wait to sell or transfer their options until after a certain amount of time has passed. This vested structure discourages employees from buying equity shares as they start their jobs, as instant equity access can give employees less incentive to stick with the business. However, stock options often expire after a certain date, so the employee will eventually have to buy them.
With restricted stock, all recipients must complete a vesting period (this is only sometimes true with stock options). In most cases, restricted stock is offered as compensation to executives and directors rather than employees. Different restricted stock vesting periods may have different ramifications on the rights that executives and directors have as stock owners.
Employee stock purchase plans
Employee stock purchase plans enable employees who receive shares after a vesting period not to report them on their tax returns. This structure gives these plans a unique tax advantage. As their name suggests, they're available to employees only, so you can't offer them to contractors, consultants or any corporate board members or shareholders whom you don't employ. You'll also see employee stock purchase plans referred to as non-qualified stock options or incentive stock options.
This type of equity compensation is awarded only if executives and directors reach certain performance goals. This arrangement incentivizes executives and directors to focus on work that increases shareholder value. Even if the company fails to meet these marks, individuals with outstanding performance may still be given these shares.
Within these types are subcategories that give companies more or less control over how the equity is paid out.