If you’re new to the tech industry, the world of equity compensation might be unfamiliar with all the types of stock/stock options. It is, in fact, fairly complex and the terms and acronyms can seem like a foreign language. To be honest, it often just takes time to get comfortable with the various concepts. In any case, I’d like to present an overview of the most common types of equity comp and how you can think about those.
I think it’s worth taking an even bigger step back and defining the word equity, as used in this contect. Equity, at the most basic level, is a form of ownership. Stock is a type of equity and is used by many tech employers to make employment more compelling. When an employer grants equity to their employee, not only are they providing a better overall compensation package, they are typically hoping the employee will be more engaged and work harder as the individual stands to benefit from any increase in the value of the company.
Restricted Stock Units (RSUs)
If you work for a public tech company (and especially one of the FAANG companies) it’s very likely that you will be granted Restricted Stock Units (RSUs). RSUs are perhaps the easiest to deal with, both from a tax perspective and also from a decision-making point of view. As in, there are fewer decision points when it comes to RSUs. I wrote a more detailed explanation of them here.
With RSUs, your company will give you a grant of, say, 500 shares of their stock. But they don’t give them to you outright, they come with a vesting schedule. It generally works something like this:
Beginning on 11/1/21, your shares will vest quarterly, 1/16 per quarter (or in this example ~31 shares per quarter). Or they might use something called cliff-vesting; the most common version being 4 year vesting with a 1-year cliff. In this example, 1/4 of the shares vest after 1 year and the rest vest as above, 1/16 per quarter for the remaining 3 years. In this case, that would be 125 vesting on 11/1/22 and then ~31 shares quarterly thereafter.
What exactly does vesting mean? Essentially, it means the shares are now yours to do with as you choose. You can either sell them and use the cash for something else OR you may choose to hold on to them if you think the company’s future prospects are strong. It also means that the value of the shares on vest date is added to your taxable income for that year.
When you start a new job, you will typically be awarded an initial grant. In subsequent years, you may be offered a refresher grant, but the number of shares could be quite a bit less than the initial grant. This leads to a lot of “job hopping” as employees are not incentivized to stay after the initial grant has fully vested and their total comp declines.
There are multiple variations on how RSUs can work and the above examples are the most common. Recently I’ve seen companies shifting to an award that is based on dollar amount vs number of shares. Stripe recently shifted to this model (to the consternation of many employees) and now, instead of a specific number of shares vesting, you will be awarded a set dollar amount (say $5,000). Stripe will then calculate how many shares that is equivalent to on the date of vest. The downside with this structure is that there is less upside potential for the employee. If you hold the RSUs after they vest, they can always increase in value, but you have less opportunity to reap the benefits between grant and vest date.
Incentive Stock Options and Nonqualified Stock Options (ISOs and NSOs)
Another common type of equity compensation is stock options. Unlike RSUs, with stock options you’re not granted actual shares of stock, but rather the right to purchase stock at a certain price. Like RSUs, stock options are typically granted with a vesting schedule. There are two types of stock options- Incentive Stock Options (ISOs) and Nonqualified Stock Options (NSOs). The primary difference between the two types is in how they’re treated from a tax perspective.
Stock options are far more complicated than RSUs. Along with the decision about when to sell, they have an added decision-making component- with stock options you have to decide if/when to exercise (aka buy) your options AND when to sell. With RSUs, your only decision is when to sell.
Here’s how it works: your company might issue you stock options at a certain exercise price (i.e. the price you pay for the stock). For example, you might be issued stock options with an exercise price of $5/share. If the current value of company stock is $15/share, you can imagine these options being attractive! You can buy a share for $5 and then turn around and sell it for $15. Not a bad deal. This is where it gets tricky- the difference between the exercise price and the fair market value (also known as the “bargain element”) is taxed. In this example, the bargain element is $15 – $5, or $10. And the amount of tax you pay depends on the type of stock option and how long you hold the stock once you buy it.
When you exercise ISOs, you trigger something called Alternative Minimum Tax (aka AMT). The mere idea of triggering AMT causes many people to panic, but not many people fully understand how AMT works (and I’m not going to explain it in detail for this article). But if you exercise and sell in the same calendar year, you simply pay ordinary income tax on the bargain element. Easy right? Not exactly.
If you plan to exercise and/or sell stock options, it is HIGHLY recommended that you work with a CPA who has knowledge in this area. The tax implications are significant and it’s very easy to make a mistake.
ESPP, PSUs and other forms of equity comp
RSUs, ISOs and NSOs are far and away the most common types of equity comp. There are others, however, and the Employee Stock Purchase Plan (ESPP) is one that has become increasingly popular.
The basic idea with an ESPP is that your employer allows you to buy the company stock at a discount, which you can then sell for a profit. The company withholds an amount from each paycheck for 6 month periods. At the end of each period, they take all of the accumulated contributions from your paycheck and purchase the stock for you. They’ll use either the price on the first day of the 6-month period or at the end of the 6-month period, whichever is lowest, and the discount gets calculated off the lower price. I wrote a detailed example of how this works here.
Yet another type of equity compensation is Restricted Stock Awards (RSAs), which are NOT the same as RSUs. RSAs are generally issued by very early stage private companies. The shares are issued at grant and held in escrow until they vest. RSAs are eligible for something called an 83(b) election which allows you to pay tax on the “gain” (usually 0 or very close to it) up front, thereby enabling you to pay future gains at your capital gains tax rate.
You might be granted something called Performance Share Units (PSUs) which function much like RSUs but are tied to performance, not a traditional vesting schedule. The tax treatment of PSUs is the same as RSUs; in other words, the value of the shares on the date of vest is part of your taxable income.
If you’re lucky enough to be granted some form of equity compensation, you’re likely recognizing some benefit from the value of your company’s stock. I’ve worked with clients who had 4 different types of equity compensation from their employer which gets incredibly complex. There are a host of considerations; from taxes to if/when to exercise and sell and what the proceeds will be used for. It’s incredibly useful to work with both a financial planner and a CPA who have expertise in this area.
The real fun begins when we start to discuss what opportunities you have available to you if your equity compensation ends up significantly changing your financial situation, as it very often does.
If there’s one thing I love, it’s negotiating. I know it can be intimidating and scary, but I tend to see it as a game to be played. I’ve negotiated every single job offer I’ve received (some successfully, and others less so!) as well as various car/house purchases and so on. I am by no means an expert, but I’ve learned a few things, and have helped both friends and clients with the process.
WHY should you negotiate?
I’m not going to get into reasons for the gender disparity here, but suffice it to say women are less likely than men to negotiate. Women are also more likely to face blowback when they do negotiate. That said, if you don’t negotiate, you’re facing a long term reduction in salary and benefits that can compound significantly over the course of a 30+ year career.
Given the potential for a negotiation to go sideways, a lot of people simply accept the offer as given. A couple reasons to consider asking for more include:
- More money (or other benefits, such as more PTO)! Of course, an increase in pay is the most likely ask. The vast majority of offers presented are in a range. The company giving the offer to a prospective employee rarely presents an offer at the top of the range to start. If the salary range is $100,000 – $120,000 they might offer $105,000 (for example). The company generally expects you to negotiate. It’s built into the process and their initial offer.
- Depending on the type of role, your negotiating skills can be seen as a tremendous asset. Showing your ability to have the conversation and successfully bargain can be a huge benefit. When my sister, an attorney, was offered a job recently, I coached her through the process and her prospective employer was incredibly impressed with her bargaining skills. Not only did she get more money, but they were even more pleased about their hiring decision.
How to go about the process
The absolute most important thing you can do is PREPARE. I definitely do not recommend just categorically asking for additional salary with no basis for the request.
- Do as much research as you can. Use sites like Salary, Glassdoor and Indeed to find out what typical ranges are for the role. For tech roles, I especially like Levels.fyi as a reference. Also, feel free to share some of the things you have successfully achieved in the past and how you might bring your skills to the new role. For instance, “I can bring value to this organization by implementing XYZ.”
- Do not demand more money or threaten the hiring manager. I view this as part of the process and the ultimate best outcome for both sides is a mutually satisfactory job offer. The goal is for you to be compensated appropriately, not to extract as much money as you can from the company such that there are unrealistic expectations or any financial burden on the employer’s part.
- I prefer to have this conversation a bit later in the process. It’s helpful to know what their range is, as early as possible. If you’re expecting $120,000 and find out after 3 interviews that their range is $90,000-$100,000, then you’ve wasted a lot of everyone’s time. But if the range is in line with your expectations, I wouldn’t throw out a number too early. That said, if there’s something else you’re very attached to, I think it’s fair to signal that to the employer on the early side. Don’t wait until you’ve been offered a role to mention that you only want to work part-time or need to work from home 50% of the time.
- PRACTICE!!!! If you’re at all nervous, practice with a friend or family member by role playing. Have a very good idea what you’re going to say and how you’ll respond to the possible answers. You should know ahead of time if there’s a number you just won’t go below. Also, be prepared for them to essentially say, “No, this is the best we can do.” Again, I know this part can be scary but it doesn’t have to mean you’ve botched the whole process and ruined your prospects. This has happened to me and I have typically responded with something like, “Well, I’m disappointed but I’m still very excited about the opportunity and I look forward to working together.”
What exactly should you negotiate FOR?
Salary is the most typical thing to negotiate for but there are plenty of other things to consider. Not everyone cares all that much about a few extra thousand dollars. You might prefer extra PTO, flexibility in your work schedule or even a different title. What are the options? Again, it depends what your priorities are, but you could considering negotiating for:
- A higher starting salary
- Equity in the business (or a path to equity)
- A signing bonus
- An extra week or two of PTO per year
- The ability to work from home
- Flexible work hours
- Travel expectations (how often, what level of travel)
- Professional development/continuing education budget
- Frequency and timing of reviews
- Bonus terms and target (i.e. X percentage of salary)
- A different title or other modification to the job duties
Some final thoughts
I recently had a conversation with some other financial planners on this topic and there were some great gems from our discussion.
- Consider interviewing for a job you do NOT actually want. It’s great practice and can give you more confidence negotiating as there’s not a big risk.
- Remember that there is a LOT more to your success in a role than the money.
- The skills used in negotiating are transferable to so many other areas of our lives, both professional and personal. Take the opportunity to work at advocating for yourself in as many settings as possible. Again, not just for the sake of it, but because it’s great practice to be able to voice what you need and why.
I will always make myself available to women who are struggling with this. If you ever want to role play or ask me a question, please email me: danika at xenafp.com
If there’s one lesson we’ve learned from the pandemic, it’s how to be flexible. Whether your life was completely upended, or barely impacted at all, there’s no question that the world around us has shifted dramatically in the last 13+ months. When this all began, many businesses and even industries were forced to pivot and engage with their audiences in a new way.
And as individuals, many of our lifestyles changed significantly. We may have experienced one or more of the following:
- Working from home 100% of the time, which for many people led to the purchase of a bigger home or renovations of an existing home.
- Radical changes to spending, such as reduced/eliminated travel, gas, parking, eating out and entertainment costs.
- Perhaps most profoundly, a reexamination of what is most important to us and whether we want to make any shifts, professionally or personally.
How does this relate to financial planning?
There are a couple of parallels here. You may have noticed that I do NOT offer a standalone/one-time financial plan. Why not? It’s TOO STATIC! One of the primary reasons I structured my engagements with clients to meet on an ongoing basis: life changes ALL THE TIME.
In the last year, how many of these things have you experienced?
- Major house repairs/renovations,
- A large bonus or salary increase,
- A job change or new business opportunity,
- Significant changes in your spending (see above, but largely travel/entertainment=down, home improvements=up),
- A refinance of your primary mortgage, reducing your monthly payment amount,
- An IPO, merger or other significant change at your employer,
- Hiring a nanny/educator or beginning private school for your child(ren).
There’s certainly some value in a one-time 75-page plan, but it’s fairly limited, in my opinion. I prepared some of these standalone plans for clients in January and February 2020 (at my former firm). Many of these were totally obsolete within a couple months.
The process of financial planning is just that: a process. And a highly dynamic process at that. The exercises I work through with new clients, around goal-setting and defining values, are likely to be revisited and reviewed every single year. While some people are unwavering and single-minded in their focus, the vast majority of people I’ve worked with have shifting priorities.
Walking the walk
If anyone had told me 18 months ago that I would quit my job (which I very much enjoyed) to launch my own firm, I would never have believed them. Here I am, almost 9 months in with nearly 50 clients and tremendous growth; you better believe my situation is different. My cash flow has changed profoundly, and I’ve had to thoroughly revise my plans for everything from work-life balance to retirement. And that’s OK! In fact, it’s more than OK. Among other things my job satisfaction is dramatically improved. As I said, I liked my former job, but the ability to create something from the ground up is satisfying on a different level.
My financial situation has changed and I’ve had to incorporate those changes into my “plan”. Again, I don’t love the idea of a static plan, but having something that one can adjust as needed is much more impactful. Imagine working with a planner and having an annual meeting cadence. In my case, my life a year ago could not look more different. Would my planner be able to adapt to my changing circumstances mid-year? Or would that have prompted a response like “we’ll review the changes at our next meeting” (in, say, 9 months)?
If you’re looking for a financial planner, I’d encourage you to consider working with someone who has this mindset around the dynamic and flexible nature of this work. Financial plans are not set in stone. If the planner or firm doesn’t have a mechanism to easily manage updates and changes to “the plan”, I’d consider continuing to search.
If you already have “a plan”, remember that, while useful, it is likely to need regular updates and modifications. As planners, we make assumptions all the time: about inflation rates, and longevity and all sorts of things which are ultimately “unknowable”. Our job is to react to changing information and help you continue to move forward with confidence and reassurance that your money is set up to help you live your most fulfilled life.