Overview
You've landed on this article because you're interested in learning the fundamentals of equity compensation. You may have been granted stock options (a type of equity) by your company and you want to have a better understanding of what that means for your overall compensation. Equity is not as straight forward as talking about more traditional compensation like your base salary or bonus, but we've broken things down into a few topic areas to cover the basics.
The great thing about equity compensation is that its value is directly tied to the valuation of your organization, so you get the opportunity to share in your company's future success! (I guess that's why they call them "shares")
Disclaimer: The materials provided in this article are for educational purposes only. The information shared is not a substitute for professional legal, tax, accounting, or financial advice.
What is equity compensation?
What is equity compensation?
Equity is a form of compensation where an employer provides employees with partial ownership in the company they work for, usually in the form of stocks (also called shares) or stock options. More on the differences between stocks and stock options in the next section.
Note that "number of shares" is sometimes used interchangeably for the number of actual stocks you have or stock options.
Here's a breakdown of some of the reasons why equity is used as a form of compensation:
Alignment of Interests: By providing you with a stake in the company, the company's goals of growing shareholder value are aligned with your interests of maximizing your own compensation. The goal is to motivate you to do your collective best work to enhance the company's performance.
Employee Retention: Equity compensation, especially options with vesting periods (more on that below), could help encourage you to stick with the company for the long term. As your equity vests over time, you have a financial incentive to remain with the company.
Attracting Talent: Startups and companies in competitive industries often use equity compensation as a way to attract and retain skilled and motivated employees, even if they cannot offer high salaries initially.
What is the difference between a stock and a stock option?
What is the difference between a stock and a stock option?
Stock options and stocks (sometimes referred to as shares) are both terms associated with ownership in a company, but they represent distinct ways of holding ownership and have unique characteristics.
Stock Options: Stock options are not actually ownership in your company (at least not immediately). They provide you the right to buy a stocks (shares) in the company at a pre-set price per share. This price is usually called an "exercise price" or "strike price". In order to turn stock options into shares in the company, you will have to exercise the stock options by paying an "exercise cost" which is equal to the exercise price times the number of stock options that you are looking to convert.
Stocks (Shares): These shares represent partial company ownership, and the employees become shareholders, often with the same rights as other shareholders. For employees (and founders), these shares are usually in the form of "common shares".
In summary, owning shares directly makes you a shareholder and stock options grant you the opportunity to buy company shares at a specific price in the future. While shares represent direct ownership, stock options provide a way to potentially participate in the company's growth without the immediate need to invest a large sum upfront.
ISOs, NSOs, RSUs, ESOPs...Lots of acronyms, but what do they all mean?
ISOs, NSOs, RSUs, ESOPs...Lots of acronyms, but what do they all mean?
Disclaimer: It is important to seek professional advice from an accountant or tax attorney when it comes to how your stock options or shares may be taxed.
Depending on your company (location, incorporation, tax status, etc.) and your own tax residency, you may see different acronyms that represent different types of stock options or shares. It's important that you understand the type of equity that you have been granted so that you can seek professional advice to understand potential tax implications of your holdings.
Incentive stock options (ISOs): In the United States, this is a type of stock option that may qualify for a different tax treatment that is intended to be more favorable to stock option holders. Unlike other types of options (i.e. non-qualified stock options), you usually don’t have to pay taxes when you exercise ISOs. Canadian companies may still use the term ISOs for their stock options, but they will have different tax treatment than in the US.
Non-qualifying stock options (NSOs): In the United States, this is a stock option that has a different tax treatment than ISOs. If you have been granted NSOs, you will typically pay taxes both when you exercise your stock options and also when you sell the shares in the future. If your stock options say that they are NSOs, you may want to speak to a tax professional to understand your tax exposure and costs beyond the exercise costs.
Employee stock option plan (ESOP): Stock options are usually granted based on an employee stock option plan. The plan is a document that outlines the terms of your stock options including items like "vesting schedules". If you have stock options granted by a Canadian company, their tax treatment will depend on the status of the corporation and whether it is considered a Canadian Controlled Private Company (CCPC). It's important to confirm with your company if it is considered a CCPC for your own tax planning purposes.
Restricted stock units (RSUs): Restricted stock units give you interest in your company but they don't become effective until they meet certain conditions. These conditions are the "restrictions" and can be time-based (like a vesting schedule) or based on hitting certain performance milestones.
What is equity vesting?
What is equity vesting?
Equity vesting is a process where you gradually earn your equity compensation on a pre-defined schedule (usually referred to as a vesting schedule). For stock options, it is most common that your vesting schedule is time-based and is contingent on your continued employment at the company.
Vesting schedules can vary in duration and structure. They could be a few years (many startups have a four year vesting period) and they could also vest in different intervals from monthly to yearly. In addition, many vesting schedules have what is called a "cliff".
A vesting cliff is a specific milestone or waiting period that an employee must reach before they can start to vest (earn) any portion of their granted shares or stock options. Until the cliff is crossed, the employee does not receive any equity.
Here's a simple example of how a vesting schedule works:
Let's say you start a new job, and as part of your compensation package, the company offers you 10,000 stock options. The vesting schedule for those stock options is 2-years that vest quarterly with a 1-year cliff (that is, you don't earn any of your stock options until you hit that cliff).
So, here's how it would work:
Q1, Year 1: 0 stock options (you haven't hit the cliff year)
Q2, Year 1: 0 stock options (you haven't hit the cliff year)
Q3, Year 1: 0 stock options (you haven't hit the cliff year)
Q4, Year 1: 5,000 stock options (that is 1/2 of the 10,000 stock options in one go when you hit the one year anniversary from your vesting start date at the end of Q4)
Q1, Year 2: 1,250 stock options
Q2, Year 2: 1,250 stock options
Q3, Year 2: 1,250 stock options
Q4, Year 2: 1,250 stock options
After two years, you now have the right to buy all 10,000 shares of your company's stock at the strike price.